Near Death Experience
by Hadles
Summary: A horrible accident lands a pony on the crossroads between life and death. Can she bargain with the pony of Death to get her life back? A Friendship is Magic fic. Mostly OCs. Rated T for blood/gore. I do not own My Little Pony.
1. Meeting Death

_Oh Celestia, where am I? That fall was really something…_

Pinwheel blinked slowly, trying to make sense of her surroundings. Shakily, she rose to her feet. All around her was darkness. In the shadows, she could make out faint, muted swirls of color, like smoke from some hidden candlestick. Her whole body hurt. Her legs trembled underneath her, as though they could barely carry her weight. A persistent throb trembled behind her skull. Letting her eyes adjust, she noticed her glasses were cracked.

"Hello?" Pinwheel called into the blackness. Only echoes answered. A thrill of fear rippled down Pinwheel's spine. Where in Celestia's name was she? No matter how hard she squinted, she couldn't see anything or anyone. There was no light anywhere. Yet, looking down at her hooves, Pinwheel could make out the light blue color of her coat. It was as though she exuded a light all her own. Hesitantly, Pinwheel took a few steps forward, "Is there anyone here?"

No answer. Pinwheel frowned. She tried to remember what had happened. An…an accident. She'd never been flying before, but her pegasus friend assured her that it was perfectly safe. 'It'll be fine, Pinwheel! You'll love it, it's really fun!' Dizzy Twist reassured her, 'Just hold on tight to me.' Pinwheel was nervous about flying for the first time. Earth ponies were meant to stay on the ground, after all. If Earth Ponies were meant to fly, they'd have wings like the pegasi. But nothing would convince Dizzy Twist. Finally, Pinwheel gave in. Dizzy was so excited. Even so, Pinwheel had her apprehensions. Dizzy was a strong flyer, but she wasn't very good at holding onto things. Pinwheel would never forget the day she accidentally dropped a flower pot on some poor pink pony's head.

Dizzy met Pinwheel that morning just outside of Ponyville. 'We'll just fly around Ponyville until you get comfortable, okay?' Said Dizzy comfortingly. Shaking, Pinwheel climbed onto Dizzy's back. Before Pinwheel even got settled, Dizzy was off. She rocketed into the sky like a firework, zooming up faster than she'd ever gone before. Pinwheel let out a frightened scream, clinging tightly to her friend's back. Ponyville vanished rapidly underneath them.

As they whooshed higher and higher, bursting through layers of cloud, Pinwheel's glasses began to slip off her nose. As Dizzy broke through a dark purple-grey cloud, Pinwheel's glasses slid off her face and dropped toward the ground. Pinwheel let out a squeal, letting go of her friend and making a desperate grab for her specs. But it was too late. Just as the morning sun began to peek over the mountains, Pinwheel tumbled off her friend's back and plummeted back to the earth. 'PINWHEEL!' Dizzy screamed as she fell. By the time Dizzy managed to reverse directions, Pinwheel was already halfway to the ground.

Pinwheel remembered all too vividly the sickening crack and the explosion of pain she'd felt upon hitting the dirt. Everything went dark. The last thing she remembered seeing was Dizzy yelling at her with tears in her eyes. The thought made Pinwheel shiver.

"I guess…I guess I'm dead." Pinwheel finally concluded. The pain she'd felt upon waking up was fading. Before her eyes, her cracked glasses repaired themselves, as though someone had turned back time and sealed the breaks. Dizzy's horrified, sad expression stuck in her memory like a brand on her mind. Lip trembling, Pinwheel lowered her head. Where was her poor friend now? Struggling to get her to the hospital? What would Nurse Redheart say? It wasn't Dizzy's fault that Pinwheel slipped. Really, it was stupid of her to wear glasses on a pegasus ride.

Slowly, shaking out her yellow mane, Pinwheel lifted her head. If this was death, it wasn't so bad. The deep, mysterious blackness was a bit disconcerting, but otherwise, it seemed fairly benign. There weren't any ghosts emerging from the darkness. No ghouls, no haunts, no spookies. Pinwheel took a few more steps. "Hello?" Was she really the only one here?

"Hello?" A voice, a male voice, answered. Pinwheel paused. In the darkness, she could make out the faint silhouette of a purple Pegasus. Upon seeing her, the Pegasus gasped in relief, "Oh, thank Celestia! I've been wandering around in this place for hours!"

"Who are you?" Pinwheel asked, peering at the Pegasus. He was athletically built – not handsome, but strong. His black mane was mussed with sticks and leaves, as though he'd just crawled out of a bush.

"Thunderhead." The Pegasus responded. His cutie mark, a pale blue lightning bolt, seemed to glow in the darkness, "Who are you?"

"Pinwheel."

"Hey, Pinwheel, nice to meet you." Thunderhead responded, lowering his head courteously, "How long you been here?"

"I, er, just woke up here a minute ago."

Thunderhead grinned sheepishly. "I've been here for a couple hours. Maybe more. I can't really tell time in this place…" He sighed, glancing around hopelessly, "I'm really glad to see another face, though. I was worried I'd be all alone in here."

"Where are we?"

Thunderhead's grin faded. He ducked his head awkwardly, "Well, uh, Miss Pinwheel…the thing is…I think we're dead." He straightened his neck, "I was in the Everfree Forest looking for flowers, ya see, for my marefriend, and all of a sudden, this ursa minor came out of nowhere. Tore me to pieces, it did. I remember it like it yesterday. Heck, it might _have been _yesterday for all I know."

"So we really are dead…" Pinwheel sighed, "I fell off my Pegasus friend's back while we were flying."

"Gruesome."

"Yeah."

Thunderhead chewed his bottom lip thoughtfully, "Hey," He began, "Do you, ah, wanna walk with me? Maybe there are others around here."

"You think so?"

"Well, hey, we found each other, right?"

Pinwheel smiled, "That's true."

The endless darkness was a little less scary with Thunder by her side. Together, the two of them walked into the black. No matter which direction they turned, though, or how long they walked, they never seemed to get anywhere. All around was featureless blackness. There were no landmarks to show where they'd been. Pinwheel couldn't hear anything aside from the clip clop of their hooves. "So…er…" Thunderhead began after they'd been walking for a few minutes, "Tell me about yourself, Pinwheel."

"Uh…I lived in Ponyville. I made pinwheels. Kind of boring, I guess. You?"

"Well, I live…well, used to live in Cloudsdale with my marefriend. Worked at the weather factory. I tell ya, I was an expert at making lightning. Just like my pa. Weather making runs in the family, I guess. They'll…they'll probably be pretty upset when they find my body."

"Why were you in the Everfree Forest anyway? They sell flowers in Ponyville."

"Well, uh, my marefriend wanted a special flower. She's all about flowers, ya see. A little strange for a Pegasus girl, but I always thought it was cool. I hope she doesn't cry too much."

Pinwheel frowned, glancing down at her hooves. "Are we sure we're dead?"

"I don't see any other option, Miss Pinwheel." Thunderhead sighed sadly, "Either we're dead or this is a really strange dream. Do you feel like you're dreaming?"

"No…not really."

"Neither do I."

They continued walking in silence.

All of a sudden, another sound broke through the muffled silence. Thunderhead and Pinwheel both looked up, heads snapping simultaneously in the direction of the noise. Out of the darkness exploded a cream colored unicorn, rocketing forward at full gallop. Thunderhead leaped out of the way, pulling Pinwheel with him. Seeing the other two ponies, the unicorn pulled to a screeching halt. "Oh my goodness!" She squeaked. Her bright pink mane flopped in her face as she whirled about to face them, "I am SO sorry! I didn't mean to run into you!"

"It's fine, Miss." Thunderhead answered, smiling.

"It's just…it's just that I've been alone here and…well, it was scary! I just figured I'd keeping running until I found something…" She stammered nervously, then began to smile, "I guess I found something. I didn't expect to see anyone else down here. Wherever here is."

"Heck if we know." Thunder answered, shrugging his large shoulders, "What's your name?"

"Philomel." The pink haired unicorn answered, blushing. On her flank, Pinwheel could just make out the shape of a violin cutie mark, "Um…"

Pinwheel turned to her, "So…what happened to you?"

"What happened to me? What do you mean? I just got here…"

"This might sound strange, miss, but we think we're dead. Pinwheel here took a plummet off a pegasus's back and I got torn up by an ursa. Something like that must have happened to you. What's the last thing you remember?"

"Dead?" The pink haired unicorn exclaimed, "I can't be dead! The last thing I remember was…was walking around Manehattan with my friends and…this carriage came speeding around the corner…and…oh my." Tears welled up in Philomel's eyes. Her chest hitched. Gently, Thunderhead walked over and touched his head to hers.

"Hey, it's all right." He soothed, "We're all here together, right?"

Philomel sniffled, "I…I guess so."

"We're gonna find some others and try to figure out what's going on, okay?"

"Okay…"

While they were talking, a strange swirl of color crawled through the blackness. Pinwheel caught it out of the corner of her eye. She followed the movement of the current, her companions' conversation suddenly distant and far away. The swirl, like smoke from a fire, shifted shapes as it moved. Finally, dropping to the ground, the smoke formed into the silhouette of a tall colt. As the colt stepped forward, the shadows caught on him like spider webs, forming a dark cloak. Philomel and Thunderhead looked up and fell silent. Slowly, the three ponies backed away from the figure. His face was hidden by the cloak's hood, but Pinwheel could make out the faint yellow gleam of bone beneath it.

"W-who are you?" Philomel squeaked, ducking behind Thunderhead. Pinwheel stood motionless, staring up at the tall, silent figure. His hooves made no noise as he moved across the ground.

"_YOU MAY CALL ME DEATH._" The robed pony boomed. His voice resonated in the environment, causing everything, even Pinwheel, to shake a little. The voice whispered inside her head, yet echoed all around her.

"So…we _are_ dead…" Thunderhead's ears drooped.

"_YES_." Death lifted his hoof, exposing a skeletal white leg. He gestured for them to approach, "_EARLIER TODAY, YOU THREE ALL MET VIOLENT ENDS. NOW IT IS TIME FOR YOU TO MOVE ON AND GO TO THE AFTERLIFE_."

"Wait. Hold up a second." Pinwheel stepped forward. Death cocked his head at her, "We all died violently, right?"

"Y-yeah!" Squeaked Philomel, "I got run over!"

"And I got torn to bits!" Thunderhead asserted.

Pinwheel nodded to the other ponies. "Right. And I fell to my death. Not one of us died naturally."

Death exhaled. His sigh was like a bitter, chilly wind. "_YOUR POINT?_"

"Don't we deserve a second chance?" Pinwheel begged, "We're all young and it's not fair that we died the way we did."

Death tilted his head back in thought, his cloak hood slipping a little off his head. Pinwheel could see the white bone of his nose. Stomach turning, she looked away. "_THREE TESTS, THEN._ _IF YOU PASS, YOU MAY RETURN TO THE WORLD OF THE LIVING_."

"Tests?" Thunderhead asked, "What kind of tests?"

"_BE GRATEFUL, PONIES. YOU CAUGHT ME DURING A SLOW DAY."_ The robed pony boomed. He towered over the three of them, standing feet even over the tall Thunderhead, "_THUS, I SHALL GIVE YOU EACH ONE CHANCE TO EARN YOUR LIFE BACK."_

Pinwheel stepped forward. "All right. I accept your challenge."

"Me too!" Thunderhead answered charging forward.

"And…me?" Philomel tiptoed hesitantly behind Thunderhead, peering anxiously at the robed pony.

"_FIRST…_" Death rumbled, "_A TEST OF STRENGTH. WHO AMONG YOU CHOOSES THE TEST OF STRENGTH?_"

Thunderhead puffed out his chest, "I was the strongest flyer on my team when I was a kid. Shoot, I'll take your test." The robed figure stepped aside, allowing Thunderhead to move forward. Taking a deep breath, Thunderhead walked up and stood beside Death. With a nod of his head, the robed pony summoned two wagons, both loaded down with heavy, black rocks flecked with gold. Thunderhead glanced nervously back at Pinwheel and Philomel, but didn't back down. Magically, the harness floated toward Thunderhead. It fastened itself around his shoulders. Thunderhead grunted, giving the harness a tug. The wagon behind him didn't budge.

Death gestured toward a suddenly appearing goal post in the distance. "_PULL THIS WAGON TO THE GOAL POST BEFORE ME_," Death rattled, "_AND I WILL RETURN YOU TO THE WORLD OF THE LIVING._"

"I can do this." Thunderhead puffed, scraping the ground with his hoof, "I can definitely do this. Cloudsdale, here I come!"

Death levitated the second harness over and strapped himself in, robe and all. "_LET US BEGIN_." With a great heave, Thunderhead pushed toward the goal post. The cart inched along behind him. Sweat glistened on the pegasus's forehead and flank. He strained with the effort, letting out pained grunts. Still, even with his pushing, the cart crawled forward at a painfully slow pace. Pinwheel took a step toward the cart, but a cold, invisible wall stopped her from advancing. Philomel whimpered, watching the contest from behind Pinwheel. The robed pony, meanwhile, pulled the cart with exquisite ease, strolling leisurely along the course with the cart rolling behind him. For every inch Thunderhead pulled his cart, Death advanced a foot or more.

"Come on, Thunderhead! You can do it!" Pinwheel called encouragingly. Thunderhead flashed a smile. Still straining against the heavy load, Thunderhead extended his great purple wings and flapped. His legs lifted off the ground and, flapping desperately, he propelled the cart forward with his wings. Pinwheel and Philomel cheered. Still, even with powerful wings aiding him, Thunderhead was nowhere near fast enough to compete with Death. By the time Thunderhead was halfway down the course, Death had already finished.

"_ENOUGH_." The robed pony boomed. Both the carts and the goal post vanished. Death and Thunderhead reappeared next to Philomel and Pinwheel, "_THUNDERHEAD, YOU HAVE FAILED. COME WITH ME."_

Thunderhead lowered his head in shame, his black mane falling over his face. Death lifted his robe with a blindingly white bone hoof. Squeezing his eyes shut and fighting tears, Thunderhead walked into Death's hooves. Death dropped his robe and Thunderhead was gone, leaving behind only a scattering of royal purple feathers. Philomel squeaked with fear.

Death looked down on the two mares before him. "_NEXT, A TEST OF SKILL. WHO AMONG YOU CHOOSES THE TEST OF SKILL?_"

Surprisingly, Philomel peeked out from behind Pinwheel. "I…I'm good at the violin. Does that…count as a skill?"

With a wave of his hoof, Death produced a spectral violin. It rested lightly on his great shoulder, ready to play. With a second wave, another violin, formed from shadow, dropped from the air next to Philomel. Her face screwed up in concentration. Her horn glowed and the shadowy violin floated into the air, trailing seeping darkness behind it. "_LET US BEGIN."_ Death rumbled, "_IF YOU ARE INDEED A BETTER PLAYER, I WILL RETURN YOU TO THE WORLD OF THE LIVING._"

Philomel nodded. Closing her eyes, she began to play. Her notes rang out clearly and perfectly on the shadowy violin, melding together to form a mournful aria. She played flawlessly, not missing a single note. Pinwheel was breathless. Finishing her aria, Philomel lowered the shadowy violin. As she set it on the ground, it split apart and vanished back into the void. Death nodded. Lifting the bow with his hoof, he played the same aria. Pinwheel and Philomel listened, frozen to the spot by the beautiful sound. By the time Death finished, both Philomel and Pinwheel were weeping, though perhaps not because of the aria. Death's playing was more than perfect – it was heartbreaking.

"_PHILOMEL, YOU HAVE FAILED. COME WITH ME._" Death boomed as his violin vanished. Philomel lowered her head, her shoulders shaking with her tears. Pinwheel tried to comfort her, but was once again blocked by a cold, invisible wall. Philomel walked into Death's hooves and vanished, just as Thunderhead had. Now only Pinwheel was left. She turned to look at Death, gazing the dark pony defiantly in the face.

"So?" Pinwheel demanded, "What's left for me? Are you going to cheat on my test too?"

"_CHEAT?_" Death echoed, sounding genuinely perplexed.

"You didn't even give them a chance!" Pinwheel yelped, "They did their best, but they still lost right from the start!"

"_A SECOND CHANCE IS A VALUABLE THING. NOT EVERYONE IS WORTHY OF IT._" Death rasped, "_THE FINAL TEST, PINWHEEL, IS A TEST OF WIT. WILL YOU TAKE THE TEST OF WIT?_"

"I don't have much choice, do I?"

"_THEN LET US BEGIN. LOOK AROUND YOU, PINWHEEL. THERE IS NO COLOR OR LIGHT IN THIS CROSSROAD BETWEEN WORLDS."_ Death rattled, "_IN THE MORTAL WORLD, ALL LIVING THINGS DIE AT MY TOUCH, SO I CANNOT BRING ANY COLOR INTO THIS WORLD WITH ME. GIVE ME AN OBJECT THAT IS BRIGHT AND LIVELY, BUT WILL NOT DIE AT MY TOUCH._"

Pinwheel stood silent. "A…a pinwheel." She answered after a few moments of thought, "It's brightly colored…and it spins in the wind. It's not alive, so…so it won't die when you touch it."

"_CLEVER._" Death whispered. Pinwheel could hear a hint of a smile in his voice, "_VERY WELL. IT SEEMS I TAKE ONLY TWO SOULS TODAY._"

Pinwheel blinked. "T-that's it?"

"_THAT,_" He boomed, "_IS IT._"

* * *

><p>All of a sudden, Pinwheel woke up. She jerked up, only to be flattened by a horrible pain in her abdomen. Hearing her groaning, Nurse Redheart hurried to her bedside, "By Celestia…I can't believe it." The nurse breathed. Pinwheel blinked at her slowly.<p>

"W-what…?" Nurse Tenderheart appeared next to Redheart, both ponies gawking in open awe. All around Pinwheel, machines began to beep. The room was quiet.

"You were dead…but…" Redheart stammered.

"I was…dead?" Pinwheel blinked slowly, getting used to the bright, white light of the infirmary.

"You fell more than one hundred feet off the back of a Pegasus. Every bone in your body was…destroyed. There's no way you could have survived. You had no pulse…no nothing." Nurse Tenderheart related, "Dizzy was in tears. She won't believe this."

Pinwheel sat up. "What? I'm fine…"

Nurse Redheart stumbled back in shock. "You aren't hurt?"

"I feel fine."

"I don't believe this. It's a miracle, by Celestia!" Nurse Tenderheart gasped, "I've never seen such a thing!"

Hearing the commotion, Dizzy Twist shouldered open the door of the infirmary. Her eyes were puffy from crying. Upon seeing her friend, alive and unharmed, she let out a squeal of delight. "Pinwheel! You're okay! I can't believe it!" Dizzy gasped, fresh tears of happiness spilling out her eyes, "They said you were dead!"

Shakily, Pinwheel climbed out of the bed. She and Dizzy nuzzled. "I thought I was dead too, but I guess not." The two ponies laughed, "It really is a miracle."

"I know one thing." Dizzy giggled, "I'm never taking _you_ flying again. Don't you ever scare me like that!"

"I won't. I promise."


	2. Taking a Fall

Pinwheel chewed meditatively on her alfalfa sandwich, taking long thoughtful bites and ruminating slowly. Dizzy Twist sat across from her, enjoying a small bowl of strawberries. This afternoon, they ate together at an outdoor café. Overhead, the sky was cloudless. Pegasi whizzed by, zooming over the streets with mail bags or packages in hoof. Slowly, Pinwheel turned to look up at the sky. She'd fallen to her death just outside of Ponyville. Earlier in the week, she'd strolled by just to make sure it had really happened. There were still blood stains on the grass.

"Dizzy…" Pinwheel began uncertainly. Dizzy looked up from her strawberries, red gunk coloring her muzzle. She swallowed, "Dizzy, can I talk to you about something?"

"Sure, Pinwheel." Dizzy answered with a smile. Suddenly, her grin faded, "Wait, is this about the accident?"

Pinwheel ducked her head, hiding behind her blonde forelock. "…Sort of."

"I'm really sorry, you know. _Really really really_ sorry. You could've been killed and…you know, you're my best friend. I'd hate myself forever if I killed you, even if it was an accident." Dizzy replied mournfully, looking down into her strawberries, "I…I was so scared when it happened, I just didn't know what to do. All I wanted was for you to experience flying. It's the best feeling in the world! I just wanted to share it with my best friend…"

Pinwheel smiled gently. "I know, Dizzy. I don't blame you. And I turned out fine in the end, so there's no need to worry about it." She answered. Dizzy smiled brilliantly. Berry juice colored her teeth, "It's just…there's something else that's been bugging me."

"What's wrong, Pin?" Dizzy asked curiously, leaning forward over the table.

"When I was…unconscious…" Pinwheel didn't want to say 'dead', "I had a weird…dream."

"What kind of dream?"

"I met two other ponies – a unicorn and a pegasus. We were in this big, black…room, like a cavern, only you couldn't see anything. It was just all dark. And we met Death. He was this tall, bony colt in a long, black robe…"

Dizzy frowned deeply. "That sounds like a really scary dream, Pinwheel."

"It was!" Pinwheel exclaimed, "It was scary. Death was so tall…taller than anypony I've ever seen. And he was just bones, no skin or anything…"

"C'mon, Pinwheel, you know I hate scary stuff." Dizzy yelped, "I don't want to hear it. It'll give me nightmares."

Pinwheel sighed, taking another bite of her sandwich. "It was just a dream, I guess." She sighed, swallowing, "But it's been on my mind since the accident."

"Well…everyone thought you were dead. Maybe that's why you dreamed you met Death." Dizzy offered tentatively. Reaching into the bowl with her snout, she clenched a delicate strawberry between her teeth. Gently, she set it down on Pinwheel's plate, "But you shouldn't let scary dreams bother you. You're alive and well now. That's all that matters."

Pinwheel picked up the strawberry with her teeth and chewed it. The fruit was sweet and cool on her tongue. "I guess you're right." Smiling, Dizzy lifted a hoof in the air and beckoned over the waiter. Splitting the check in half, they both paid their bits and left. Dizzy hummed happily as the two of them strolled away from the café.

"Rainbow Dash must have cleared out the clouds early today. It's beautiful!" Dizzy exclaimed, tilting her head back and letting the sunshine wash over her. Pinwheel nodded, smiling, but inside, she couldn't stop thinking about her experience. The whole thing seemed so strange and dream like. Pinwheel doubted it was even real. Perhaps she just got lucky. The doctors could have made a mistake. That seemed more likely than a real encounter with Death himself. Perhaps some unfortunate pony came in with severely broken bones and the doctors simply switched the X-rays by accident. Slip ups like that happened all the time.

Still, the dream lingered. Pinwheel could picture Philomel and Thunderhead so clearly. They didn't seem like vague dream ponies. She knew the exact shade of Thunderhead's coat. She could see the delicate curl of Philomel's mane. Perhaps they weren't dreams, but memories of some ponies she'd known long ago. But even clearer than Philomel or Thunderhead was the memory of Death. A skeletal pony in a cloak made of shadows. The image sent a chill running down Pinwheel's spine. Death was scary even to think about.

"Hey, are you daydreaming?" Dizzy demanded. Pinwheel started, flushing with embarrassment, "I asked you a question!"

"Sorry." Pinwheel mumbled, "I didn't catch it."

Dizzy pouted. "I said, is there anything you want to do today? I was thinking maybe we could go to Sugarcube Corner for dessert. I hear they have these great new cookies…"

Pinwheel glanced sheepishly down at her feet. "Actually, Dizzy, if you don't mind, I was thinking about going home. I'm still not feeling well."

Dizzy frowned. "I'm sorry. Is there anything I can do?"

Pinwheel shook her head. "Not this time, Dizzy. But thanks. You go on without me." Smiling, Pinwheel nodded to her friend, "Come by later and tell me how those cookies turned out, okay?"

Still frowning, Dizzy nodded. "All right…if you say so." With a sigh, she spread her wings and lifted lightly off the ground. Flying just ten or so feet above the earth, she fluttered away toward Sugarcube Corner. Pinwheel smiled after her. Slowly, Pinwheel turned and began walking home.

Pinwheel lived alone in a little cottage near Sweet Apple Acres. It was a modest place, light blue with white wedding cake trim and a well-swept front porch. There was nothing particularly remarkable about it, save for the hundreds of colorful pinwheels planted in the front yard. They stuck up from the dirt like rare, exotic flowers. Whenever a breeze kicked up, Pinwheel's yard was filled with the plastic rattle of spinning pinwheel leaves. It was a happy sound. Whenever one of the pinwheels lost its leaves or came undone, Pinwheel always replaced it with a fresh one. A gentle breeze rustled through the trees as Pinwheel approached her house. The pinwheels in the yard turned merrily.

"Home sweet home." Pinwheel sighed to herself, nudging open the cottage door. She turned the lock closed behind her. There were a few things she hadn't mentioned to Dizzy. One was the persistent feeling of being watched. Pinwheel couldn't explain it. Since her miraculous revival (Nurse Redheart was apparently writing experts in Manehattan about it), Pinwheel felt as though she was being followed. Even when alone in her house with all the shutters closed, she felt like someone was peering at her secretly. It began to feel as though her cottage was haunted. There was a cold spot in every room. Light bulbs blew out without warning. Wind rattled the shutters, even on nights when the air was still. Pinwheel's only comfort was her garden full of plastic, spinning pinwheels. A part of her wanted to tell Dizzy, but this sort of thing would only upset her. So Pinwheel endured in silence.

Maybe a ghost had followed her home from that dark crossroads encounter with Death. Pinwheel didn't like to think about it.

Inside, the house was quiet. Pinwheel checked every room. All her things were in place. The painted landscape above the fireplace was slightly crooked, but that was nothing supernatural. Pinwheel let out a long sigh of relief. She preferred to think of her encounter with Death as just a very vivid dream. Really, she was probably just scaring herself with all these thoughts of afterlives and hauntings. Dizzy was right. The best thing to do would just be to forget about it. Still, even with her resolution in mind, the image of Death haunted Pinwheel. There was no way to exorcise him.

An empty notebook sat on Pinwheel's bookcase. After checking the rooms, Pinwheel pulled the notebook off the shelf. The blank, crisp pages called out for words. Rooting through the kitchen drawers, Pinwheel found a stubby pencil. Opening the notebook to the first page, Pinwheel gazed down at the wide ruled paper. Dizzy didn't want to hear about the encounter. That was fine. Still, Pinwheel felt the need to tell _someone_. Since no one was willing to listen, she'd fill the notebook with her story.

Slowly, Pinwheel spelled out the words, gripping the pencil tightly in her teeth. '_I woke up, alone, in a place with no light._'

* * *

><p>Pinwheel nudged open the door to the Ponyville Library. "Hello? Anyone home?" The books sat quietly on their shelves. No one stirred in the loft. Frowning, Pinwheel stepped into the room. The Ponyville Library was built inside of a magically hollowed out tree. Recently, a brainy purple unicorn had taken up residence in the tree house. Sighing, Pinwheel nudged open her saddlebags and pulled out the spiral notebook. Gently, she set it down on the table and waited. The door was unlocked, so Twilight Sparkle was definitely home. Even ponies locked their doors when they went out. After all, for some ponies, burglary was their special talent.<p>

All of a sudden, something stirred in the loft. Pinwheel looked up. A scaly purple body, accented with green, emerged from under the covers of the bed. "…Hello?" Pinwheel called. The purple and green creature let out a yelp of surprise and tumbled backward. Tentatively, it peered down at her over the edge of the loft. The distinctive slit eyes and spikes were unmistakable. Pinwheel was looking at a baby dragon.

"Oh…uh…hey." The dragon said sleepily in a youthful male voice. Pinwheel frowned curiously, "I was just taking a nap. Twilight said we wouldn't have any visitors this afternoon." Rubbing his big green eyes, the dragon climbed down from the loft, "You one of Twilight's friends?"

"Uh, no. I just came to get some advice." Pinwheel smiled sheepishly, "You see, I wrote a story and I wanted to get someone's opinion. Librarians read lots of books, so I thought…you know…maybe she'd like to read my writing. Tell me if it's any good."

"Oh, well…Twilight's not really a librarian." The little dragon answered, "She's here for research. But she does read a lot of books."

Pinwheel's smile broadened. "That's all right." She blinked down at the small purple dragon, "Say, uh, what's a dragon like you doing in Ponyville anyway?"

"I'm with Twilight. My name's Spike." The little dragon answered, holding out a claw. Pinwheel shook his claw as best she could with her hoof, "I'll let Twilight know you stopped by."

"Thanks. You're quite the assistant, aren't you?"

Spike puffed out his chest in pride. "I sure am!" He turned toward the notebook on the table, "So, uh, what kind of story is it, anyway?"

"A…a horror story, I guess." Pinwheel answered shyly, ducking her head. Spike frowned at the notebook, flipping through the pages with his claw.

"Twilight doesn't really read those types of stories. But I'll show it to her anyway."

Pinwheel nodded. "I appreciate it. Oh! While I'm here…" Frowning, she glanced toward the shelves, "Do you have any books on myths and legends?"

"Boy, do we. What kinds of myths are you looking for?"

Pinwheel struggled for the right words. Finally, she said, "I really want to know what happens after a pony dies."

Spike frowned. "Well…that makes sense, I guess. You said you were a horror writer." With that, he turned towards the shelves. Slowly, one by one, the little dragon looked through the rows, "Ah, here's something." He pulled a black leather book from the middle shelf. A grinning horse skull graced the cover. Flipping the book open, he frowned studiously at the title page, "Spirits, Spooks, and Pony Haunts. Will this work?"

"Yeah, that'll work." Pinwheel nudged open her saddlebags. Spike dropped the book inside. Smiling, she nodded to the little dragon, "Thanks so much for your help!"

"Hey, no problem. Just, you know, bring that book back before Twilight needs it." He joked. Pinwheel giggled quietly. With a nod, she turned and walked out of the library. Outside, the sky glowed orange. Hints of dark blue crept up from the east. If Pinwheel squinted, she could just make out the faint, early evening stars. Walking a bit, she found a quiet bench under a streetlamp. Digging into her saddlebags, she pulled out the book. The leather binding was cool and fragrant against her nose. She nudged the book open and scanned the table of contents. _Pony Reaper…Pony Death…where is it?_ A sudden chilly wind rustled the pages. When the breeze settled down, Pinwheel found herself staring at a grim illustration.

There, in a full color half-page graphic, was Death. He was a tall colt, just like Pinwheel remembered. He draped his bony form in a long, inky-black cloak. In his yellowed teeth, he gripped the classic scythe. The handle of the instrument was black, twisted, and thorny like the branch of some long dead tree. The blade curved cruelly like a crescent moon, blood dripping off the razor sharp tip. Death stood facing the reader, his eye sockets huge and empty. Pinwheel felt another chill looking at the image. Her blood went to ice. She'd recognize Death anywhere. The illustration was impossibly accurate. She was only thankful he hadn't pulled out that scythe when she met him.

Covering the illustration with her hoof, Pinwheel looked down at the text below it. '_DEATH. Pony scholars have debated endlessly over the existence of this pony. Is he real? Or is he just a myth? According to legend, when a pony dies, this callous spirit appears to drag his or her soul into the Afterlife. If a spirit does not come willingly, Death will reap him or her by force. Nothing is known about this spirit's personality or traits. The writer advises caution, but by the time you meet this spirit, it may be too late._' Pinwheel grimaced at the text, shivering a little. She could almost hear the author's sadistic laughter.

With a firm hoof, she closed the book. Who wrote this stuff, anyway? Picking it up in her teeth, she dropped it back in the saddle bag. It was just a dream, anyway. Huffing, Pinwheel hopped off the bench.

* * *

><p>Back at home, a cool night breeze stirred the pinwheel garden. Pinwheel watched from the corner of her yard. One of the shutters flew open suddenly , making her jump. For half a second, she saw the vague silhouette of a pony in the window. Taking a deep breath, Pinwheel steeled her nerves and charged up to the porch. Kicking aside the door, she strode boldly into her home. "I'm getting sick of this!" She yelled into the dark, empty foyer, "If you're a ghost or some kind of spirit, I want you gone!"<p>

That dark place, that crossroads between life and death, had to be teeming with spirits. Maybe they waited there, scheming for the day when they could hitch a ride back to the living world. Although the night air was warm, Pinwheel felt a chill – as though someone were breathing on the back of her neck. Tensing, she whirled around. Nothing. The stars glittered through the branches of the nearby apple trees. Pinwheel tried desperately to relax. But when the breeze blew through her open doorway, it sounded like pained sigh.

"Just…GO AWAY!" Pinwheel turned again, shouting into the foyer. Everything was still for a moment. What did she look like right now, standing in her doorway and shouting at nothing? Pinwheel's face felt hot. She tried to think. Had she really died? Was something really happening in her house? Was it just her overactive imagination? No matter how she twisted it, she couldn't come up with an answer. Nurse Redheart said that Pinwheel made a miraculous recovery. She wouldn't be writing to those experts in Manehattan if it wasn't something incredible. Maybe, for a short moment, she really had died. There had to be some proof that her experience with Death was real, though, and not some delusion.

All of a sudden, Pinwheel noticed a newspaper lying at her feet. Bending down, she picked it up with her teeth. Biting the newspaper, Pinwheel walked inside and laid the publication down on the kitchen table. A pegasus came by every day to drop off a copy of the Canterlot Times. Rifling through the pages, Pinwheel came to the obituaries.

There they were. Their photos were grayscale and grainy, but Pinwheel couldn't forget those faces. Philomel's obituary told of her tragic death by trampling, as well as her passion for the violin. Thunderhead's was an ode to a simple, hard working pegasus who met an early end. Pinwheel could see them both clearly in her mind. Those two ponies weren't figments of her imagination at all – they were real. The grainy photos captured Philomel's shy, big-eyed gaze and Thunderhead's friendly, honest smile. Pinwheel turned the page on them.

Looking at the obituaries made Pinwheel feel sick to her stomach. Why did she get to live? Her pinwheels were nothing next to Philomel's beautiful music or Thunderhead's brute strength. _They_ were the ones who deserved a second chance, not her. Pinwheel's face grew hot with shame. Was this why Death chose to spare her? To torture her with the knowledge that worthier ponies were dead? A tear dropped on the newspaper. Death made a mistake – that was the only answer.

Out back behind Pinwheel's house, there was a small, rocky embankment. Pinwheel always had to avoid it when walking around in her yard – one wrong step and you could take a nasty tumble. Taking a deep breath, Pinwheel stepped outside and made for the backyard. Most ponies would just accept their good fortune and be done with it. Not Pinwheel, though. The unanswered questions just tortured her more.

Teeth gritted, Pinwheel came to the embankment. Sharp rocks and dirt awaited her over the outcropping. With a deep breath, she ducked her head and plunged.


	3. Making Plans

Pinwheel coughed up dirt. She hacked and choked, eyes watering. For a moment, she couldn't tell where she was. Had the plan worked? Blinking a few times, Pinwheel's vision came into focus. Her glasses were badly cracked with fractures spider-webbing all across the lenses. Her mouth tasted like soil and there was a bitterly painful crick in her neck. "It didn't work…" Pinwheel sighed. She couldn't see much out of her broken lenses. Everything was dark, but that could be just because it was night time. Really, if the plan didn't work, it was probably for the best. It was a stupid idea anyway. What pony would purposefully try to die?

Then, suddenly, her glasses began to mend themselves. Pinwheel's heart started. Her aches vanished. Once her glasses were fixed, she took in her surroundings. Infinite blackness, just like last time. "Oh, Celestia…" Pinwheel breathed, "It did work…" Here she was. She was dead again. The tumble off the embankment had killed her. Pinwheel swallowed hard. _Stupid! _She thought. There was absolutely no guarantee that Death would give her a third chance. In fact, odds were that he wouldn't give her chance at all. She was dead. For real this time. All because of her stupid curiosity. Still, at the same time, Pinwheel couldn't help but feel a little happy. Her experience last time wasn't a dream. She'd really won a second chance from Death! A little tremble of pride stirred in Pinwheel's heart. Not many ponies could say they cheated Death. It was a shame she never got a chance to brag about it.

"Death?" Pinwheel called into the darkness, trotting forward, "Death! I want to talk to you!" _Stupid, stupid, stupid._ She scolded herself, _Death will laugh you out of the Afterlife for pulling such a dumb stunt._ Still, Pinwheel's feeling of pride outweighed her shame. She bested Death once. Maybe with some luck, she'd best him again.

All of a sudden, Pinwheel caught the sound of galloping hooves. A screaming unicorn erupted from the shadows, her mane and tail aflame. She zoomed past Pinwheel, racing on into the blackness until she was nothing but a glowing spot. Pinwheel stood rooted to the spot. She swallowed hard. Before Pinwheel could even process the sight of the unicorn, ten more burning ponies exploded out of nowhere, screaming in agony and flailing like dying birds. Pinwheel gasped. A red pegasus, his body wreathed in green fire, collapsed next to Pinwheel. Horrible burns covered his body. The fire ate away at his fur and mane. His skin blistered in the heat. The pegasus struggled helplessly against the inferno, rolling back and forth on the floor as Pinwheel watched. Shock froze her place. She could barely lift a hoof to aid the burning colt.

"Oh Celestia. Oh Celestia!" Pinwheel gasped. The pegasus finally managed to extinguish the blaze. He lay prone before Pinwheel, eyes rolling in his head. Blood ooze from his burns. Pinwheel couldn't look. But just as she turned away, more burning ponies appeared. They all dashed off in different directions, but not before filling Pinwheel's ears with their dying screams. Pinwheel dropped to the ground, covering her head with her hooves. Shrieks swam in Pinwheel's head as the burning ponies stampeded past. Burning hair mixed with the tangy reek of blood. Overwhelmed, Pinwheel began to sob.

Then, just as quickly as they'd appeared, the burning ponies were gone. Silence once again dominated the realm. Sniffling, Pinwheel lifted her head. The red pegasus was gone, leaving only a few crimson feathers and a puddle of blood. There, before her, stood Death. In his teeth he gripped the scythe Pinwheel had seen in the illustration, long and thorny like the branch of a gnarled old tree. His shadowy cloak shifted around him as he turned to face Pinwheel. He let out a long sigh, like a frigid burst of winter wind. "_YOU AGAIN_." Trembling, Pinwheel rose to her feet. Death dropped his scythe. It vanished into nothingness just before it hit the ground.

"What…" Pinwheel gasped, hot tears still trailing down her face, "…was that?"

"_THAT?_" Death asked, looking around.

"Those ponies…they were on fire. They were burning up." Pinwheel squeaked. Her knees felt weak. She wanted to collapse again, but she wouldn't look weak in front of Death. In order to best him a second time, she had to be strong.

"_THEY BURNED TO DEATH. A DRAGON WOKE UP NEAR SALT LICK CITY. THE FIRES CLAIMED ELEVEN PONIES_." Death answered.

"And you just reaped them? Just like that?"

"_IT IS MY JOB."_ Death answered. Pinwheel could barely stand his voice. It was both an intimate whisper and an unbearable boom, "_YOU WERE LUCKY I OFFERED YOU A SECOND CHANCE. FEW PONIES GET THAT._"

Pinwheel sniffled, taking deep breaths. The tears were still wet on her cheeks. Puffing her chest, she looked Death defiantly in the face. "Why didn't you reap me just then?"

Death tilted back his head. Under his cloak, his bones were yellow and ancient, yet seemed to glow with a mysterious light all their own. "_WHY ARE YOU BACK?_"

"I had to know if what I experienced was real." Pinwheel answered forcefully. All her muscles were tensed, "So I decided to come back and see."

"_FOALISH_." Death boomed. Pinwheel shrank back at the sound of his voice. Every time he spoke, Pinwheel felt herself pushed by an invisible wind. Her heart pounded rapidly. She knew her plan was foolish, but hearing the word from Death himself was a blow to her ego. In her heart, maybe she'd hoped he'd call her brave or strong for daring to face him again. That's what you called a pony who repeatedly risked death – 'brave'. But no, even Death thought she was stupid. Pinwheel's face grew hot with shame.

"I…I know…" Pinwheel gulped, "I just…had to."

"_AND NOW YOU ARE DEAD. I CANNOT GIVE YOU ANY MORE CHANCES._" With a wave of his neck, Death conjured up his scythe. The wicked weapon gleamed hungrily. Pinwheel saw her face reflected perfectly on the smooth, silver blade, "_YOU HAVE FAILED, PINWHEEL._"

"NO! No!" Pinwheel yelped, stumbling back away from the scythe, "I know what I did was stupid, but…but I was only curious! I just needed to know it was real! Please! Can't you let me go?"

Death let out series of short, wheezy sighs. It took Pinwheel a moment to realize he was laughing. Her face grew hotter. Death was laughing at her. "_YOU PONIES HAVE A SAYING. WHAT IS IT? CURIOSITY KILLED THE CAT._" Death rattled, "_OR, IN THIS CASE, THE PONY_."

"But…but satisfaction brought it back." Pinwheel grinned maniacally, "And I'm satisfied now, so you should revive me!"

"_AND HERE I THOUGHT YOU WERE CLEVER. WHAT A SHAME_." Death sighed. He lifted his scythe in his teeth, preparing to swing. Pinwheel stumbled back onto her rump, throwing her front hooves up in front of her face for protection.

"Please!" Pinwheel squealed. Her shrillness had an effect, for Death lowered the scythe. Pinwheel peeked over her hooves, peering curiously at the tall, ghostly colt, "W-why did you stop?"

"_A PONY WHO PURPOSEFULLY KILLS HERSELF IN ORDER TO MEET DEATH._" He chuckled deeply, "_YOU ARE EITHER IDIOTIC OR SUICIDAL. PERHAPS BOTH. I MUST ADMIT, I'VE NEVER MET A PONY WHO PURPOSEFULLY KILLED HERSELF AGAIN SO SOON AFTER RECEIVING A SECOND CHANCE FROM ME."_

"Well…I guess 'suicidal idiot' is better than 'pinwheel maker' at any rate." Pinwheel sighed. Laughter was good. If he was laughing, he wasn't swinging the scythe.

"_YOU ARE A STRANGE PONY._"

Pinwheel let out a sigh of relief. There was an uncomfortable pressure in her chest. "So…you'll let me go back?"

"_NO._"

Pinwheel deflated. "Can't we cut some kind of deal?"

Death cocked his head. "_AND WHAT WOULD YOU HAVE TO OFFER ME?_"

Pinwheel scrambled for an idea. "Have…have you ever been to the mortal realm?"

"_OF COURSE I HAVE._"

Pinwheel shrank back down. "Well…that kills _that_ idea, anyway."

Death hummed thoughtfully. "_CONTINUE. LET ME HEAR THIS PROPOSITION ANYWAY._"

Perking back up, Pinwheel grinned a little too widely. "Okay, so…maybe I could give you a little tour of the mortal world. You know, introduce you to some people! It must get pretty lonely down here in this…place. This realm. And you told me before that you liked color. There's plenty of color in the mortal world. And I could give you a pinwheel to carry back here, so it's not so gloomy and lonely. Wouldn't that be fun?" Pinwheel found herself babbling. Sweat prickled on the back of her neck. _What a stupid offer,_ she thought to herself. There was no way Death would accept such an exchange. If a pony's life was worth a pleasant day on the town, murderers could get out of jail by taking the warden to lunch. Death knew exactly how much a pony's life was worth. He couldn't be cheated. Pinwheel braced for the cold steel of the scythe blade. She was as good as doomed. There was no way this would work. No way.

Death was silent for a long time after hearing her offer. He tilted his head back and forth in thought. Finally, he spoke. "_OFFER ACCEPTED._" Pinwheel blinked stupidly at the reaper.

"W-what…?" She mumbled, too shocked to speak.

"_YOU ARE AN IDIOT, NO DOUBT ABOUT THAT. BUT…I HAVEN'T SPENT A DAY ON THE MORTAL PLAIN IN SOME TIME. VERY WELL, MISS PINWHEEL. AT MIDNIGHT TOMORROW, I WILL COME TO YOU. YOU WILL ESCORT ME AROUND PONYVILLE FOR A FULL TWENTY FOUR HOURS. IF MY TIME IS SATISFACTORY, I WILL ALLOW YOU TO STAY IN THE MORTAL REALM. HOWEVER, IF I DO NOT ENJOY MYSELF…YOU ARE COMING BACK HERE WITH ME."_

"I can't…I can't believe it." Pinwheel breathed. Her heart fluttered in her ribs. She couldn't tell if she was afraid or elated.

Death chuckled again. "_I'M LOOKING FORWARD TO OUR DATE, PINWHEEL_."

* * *

><p>Pinwheel woke up at the bottom of the embankment. Her face was planted firmly in the dirt with her hind legs in the air over her. Pain radiated through her body, but she was alive. With a grunt, she pushed herself over and fell flat on her back. Stars glittered through the treetops overhead. Head still reeling, Pinwheel tried to make sense of what had just happened. A faint orange glow colored the bottom of the sky. She'd been dead for a few hours now – it was almost dawn.<p>

Flipping herself over, Pinwheel got to her feet and climbed back up the embankment to the house. She felt as though her head was clouded with static. On some crazed impulse, she killed herself. Not because she was sad, not because she didn't feel like living anymore, but because she wanted to meet Death. This was the second time in a week Death brought her back to life. Pinwheel tried to swallow the idea. This week only, she'd died twice. And she'd risen from the dead…twice.

Pinwheel couldn't believe her luck.

Inside, she fixed herself a cup of tea and watched the sun rise behind her lacy white kitchen curtains. The static in her head lifted after a few minutes, but it was still hard to contemplate her experience. "Okay…Pinwheel…" She said in the silence of her kitchen, "Don't mess this up. You got a second –no, third—chance. Don't do anything stupid. Don't do anything impulsive." That was what her 'suicide' had been, a strange impulse. She had to know if her experience was real. It was. The danger of the situation wasn't lost on her, though. Death made it clear – this was the final strike. She had to show him a good time or she was dead for real.

A shrill note of panic sounded in Pinwheel's mind. She had a date with Death in less than a day. In her haste to get to the front door, Pinwheel knocked over both her chair and her teacup. The cup shattered on the tile floor, but Pinwheel didn't have time to pick it up. A few miles off in Ponyville square, Pinwheel could hear the clock striking 7 AM. Eighteen hours. She had eighteen hours to plan the most mind blowingly fun date imaginable – a date awesome enough to impress even Death.

Pinwheel made a frantic dash for Ponyville square. The citizens of the sleepy town were just beginning to wake up. Sleepy eyed ponies blinked at her as she rushed by, indifferently sipping their morning coffee. Pinwheel looked around desperately, then made a beeline for Dizzy Twist's house. Dizzy lived near the square, renting an apartment over Mr. Breezy's fan shop. Tripping up the stairs, Pinwheel started pounding on Dizzy's door. A red-eyed Dizzy answered. Her bubblegum pink hairdo was a tangled mess. She shuffled to the door in slippers and a bathrobe. Pinwheel lunged at her, gripping her face between her hooves.

"DIZZY! WHAT IS THE COOLEST THING IN PONYVILLE?" Pinwheel nearly screamed at her friend.

Dizzy squinted at Pinwheel, mouth hanging open. "What…Pinwheel?"

"Come on, Dizzy! This is a life or death situation!" Pinwheel demanded, pushing past Dizzy and entering the apartment. Dizzy lived in utter chaos. Cake crumbs and half finished cookies littered the floor. Copies of the Canterlot Times were strewn by the door. Pots and pans crowded Dizzy's small kitchen sink. Dizzy blinked at her yelling friend, too sleepy to make sense of what Pinwheel was saying.

"Hold…hold up." Dizzy grumbled, rubbing one eye with her hoof, "I don't get it. Is this like…a joke or something?"

"You aren't even awake! Get some coffee!" Pinwheel barked.

"Geez, bossy, no need to yell." Dizzy mumbled, shuffling into the kitchen. Pinwheel stood in the kitchen doorway, watching intently as Dizzy set the coffee tin on the stove. Still blinking groggily, Dizzy looked over her shoulder at Pinwheel, "What's going on now…?"

"I have exactly eighteen hours to plan the most amazing date in the history of Equestria. I need your help. It's important. It's extremely important. It's the most important thing I've ever done." Pinwheel demanded urgently, "We don't have time to waste."

"Wha…? A date…?" Dizzy murmured, "I didn't know you had a coltfriend…"

"I don't."

"Then…wait…I'm still confused." Dizzy mumbled.

"You don't have to understand. You just have to help." Pinwheel answered, "Quick. Don't think, just answer. What is the coolest thing to do in Ponyville?"

"Gosh, Pin. I dunno. I mean, there's the library. And Sugarcube Corner. Those are fun. And I hear the Apple family's giving hayrides on their farm." Dizzy listed. Taking the coffee tin in her teeth, she poured herself a cup, "Ponyville isn't exactly a…'cool' place. It's nice, but not super-cool-exciting."

"I _need _to find something super-cool-exciting, though!" Pinwheel angrily stomped her hooves. Dizzy raised an eyebrow.

"Seriously, Pin. What's going on?" Dizzy asked sincerely, frowning at Pinwheel. Pinwheel took a deep breath.

"You wouldn't believe me if I told you." She sighed, "Let's just say…I did something really stupid and now I owe a colt a date. If I don't show him a good time, something bad might happen."

Dizzy's frown deepened. "What do you mean, something bad might happen? Who is this colt? Is he some kind of criminal? Did you get mixed up with a gang, Pin?"

"No, nothing like that! It's…a weird circumstance. You just have to work with me, Dizzy. You've dated colts before. Where did you go?" Pinwheel begged, looking at her friend with pleading blue eyes. Dizzy let out a sigh.

"Okay. I'll do my best. But you owe me a big explanation." Dizzy picked up her cup of coffee and walked into the small living room. Setting the cup down on the coffee table, she climbed up on the sofa and gestured for Pinwheel to sit next to her. Pinwheel did.

"Thank you so much, Dizzy."

"Don't mention it. Now be straight with me – what kind of date is this? Is it supposed to be romantic?"

Pinwheel blanched. "Celestia, no."

"Okay, that makes it easier, I guess. Back when I was dating Green Gem, we used to go diving through clouds. We'd fall as close to the ground as we could before we opened our wings. That was pretty exciting." Dizzy reminisced. Pinwheel gawked at her. Dizzy turned faintly pink, ducking her head, "But, uh, considering what happened, that's probably not so good for you. Is he an earth pony or a pegasus pony?"

"I don't know."

Dizzy frowned. "Is this a blind date?"

"Maybe."

"Maybe you shouldn't go for a super-duper exciting date, then. Sometimes low-key dates can be fun too…" Dizzy suggested. Pinwheel just frowned.

"I don't know what he's like or what he wants. All I know is he likes colors. I just figured I'd plan something really exciting. That way, he'll have fun and I don't have to work so hard…" Pinwheel grumbled, covering her face with her hoof, "It's all just a big mess, Dizzy."

"Everyone has a different idea of fun, Pin. If you really don't know anything about this guy, planning something really high energy might be a risk. Some people don't like that stuff." Dizzy continued, scratching her chin with her hoof, "You said he likes…colors? That's really vague."

Pinwheel wracked her brain for more information. "He's…uh…really spooky. The creepy type, you know? And…uh…he's really devoted to his job. And…"

Dizzy's face scrunched up in thought. All of a sudden, her eyes opened wide. "I have an idea!" She chirruped. Pinwheel gasped, "Okay…so…this might be a little dangerous, but it might pay off. I was flying over the Everfree Forest the other day and I saw these cool ruins. It was this big, dilapidated castle with like, vines and stuff growing all over it. You could take your date and explore the old ruins. That's exciting, right? And you said he's the spooky type. I'm sure he loves abandoned, creepy places like that. You'll have to watch out for all the nasty junk that lives in the forest, but it would make an unforgettable date."

Pinwheel squeezed her friend's hooves in hers. "Dizzy, you are a genius! That sounds perfect!" She squealed excitedly, "How long do you think it'll take to explore the ruins?"

"Oh, all day. Easy. They were huge." Dizzy reassured. Pinwheel bit her lip to hold in her squeals.

"That is _perfect!_ I owe you my life, Dizzy. Honestly!"

"Well…I almost killed you, so I'd say we're even. But I really want to know what's up with this mysterious date of yours." Dizzy prodded, "But…it can wait, I guess."

"You are a life saver." Pinwheel planted a peck on her friend's cheek. Dizzy blushed thoroughly. With that, she dismounted the couch and nodded toward the door.

"I'll show you where the ruins are, then. Let's go. Like you said, we've only got eighteen hours!"


	4. First Date

Pinwheel laid her supplies out on the kitchen table. She ran down her mental checklist. Dizzy had drawn her a map to the castle ruins. Along with the map, she had a flashlight, a canteen of water, and a handful of cookies. Did Death like cookies? Did he even need to eat? Shaking her head, Pinwheel returned to the task at hand. There were too many uncertainties when dealing with Death – it was best to just cover all contingencies. Trotting over at the counter, Pinwheel pulled a knife from the chopping block and added it to her pile of supplies. There was a reason everypony avoided the Everfree Forest. Monsters ran free and wild in the darkened underbrush. While no monster in its right mind would attack Death, Pinwheel would look like an easy meal. Taking a deep breath, Pinwheel glanced up at the clock over the door. 11:45 in the evening. Death would arrive in just fifteen minutes.

With a great sweep of her hoof, Pinwheel pushed all the supplies into her saddlebags. The knife poked through the fabric, cutting a small hole in the bottom of the bag. Sighing, Pinwheel pulled it out and left it on the table. She couldn't risk it cutting her bags open. There was no guarantee that Death would defend her against a monster attack, though. If it came to that, she'd just have to run. Pinwheel snorted. Knowing Death, he'd probably laugh his head off if a monster attacked her.

Slipping the saddlebag over her head, Pinwheel stepped out of the kitchen and made her way outside. Thick grey clouds obscured the stars. Pinwheel could just make out the hazy, blue-white halo of the moon. She ambled down the path through her pinwheel garden and stood in the wide dirt road. Her heart hammered in her chest. Questions buzzed through her head like angry horseflies. Just want kind of pony was Death? What did he like? How was she supposed to show him a good time if she didn't know what he liked?

An abrupt crack of thunder rumbled through the landscape. Pinwheel looked up at the sky. A bolt of blue lightning arced across the sky. All of a sudden, a dark hole opened in the clouds. A frigid blast of wintry air punished hillside. Glittering frost formed on the trees and the pinwheels in the yard. Evil tendrils of darkness crept from the sky-hole, splaying out like the tentacles of some horrible cloud kraken. Pinwheel's blood went to ice in her veins. She couldn't look away. Out of the sky-gate dropped Death, flying on massive white bone wings held together with shadowy, shifting membrane. His cloak billowed around him, vanishing like steam as he circled down from the heavens. As he approached the earth, the dark sky-gate sealed shut behind him. His cloak vanished, revealing his grotesque skeleton form. Shreds of flesh quivered on his body, stretched tight on his ancient yellow bones. The flesh knit itself into life over his naked bones, forming muscles and fat right before Pinwheel's eyes. By the time he touched down, he had a whole fleshy body covered in soft grey hair. On his flank, Pinwheel could make out the shape of a scythe cutie mark. The giant wings vanished into thin air, leaving only the five foot tall grey pony. Pinwheel gaped at him as he walked forward. He looked exactly like a regular pony, except…

Well, he had no face. He didn't even have eyeballs. A yellow horse skull sat atop his furry neck, grinning down at Pinwheel with exposed teeth. His eye sockets were like yawning, empty caverns. A pair of pointed, furry ears peeked out from over the skull, but Pinwheel couldn't see what they were attached to. His spine, a protruding railroad of bone, stuck out from his back. He had no tail, no mane, just short grey hair and yellow bone. Pinwheel swallowed hard.

"HELLO." Death said. His voice lacked the booming echo it had in the spirit world, but hearing him speak still gave Pinwheel the chills. His voice was solid, coming from a fleshy pony throat, and he spoke with a surprisingly high class Manehattan accent, but Pinwheel still couldn't stand it. He had no lips and his jaw didn't move as he spoke. Whatever words he said, they weren't coming out the way a normal pony's would.

Pinwheel stared at him incredulously, her ears limp. "Look at you." She mumbled, shaking her head slowly.

Death turned his head creakily, looking at his new fleshy body. "WHAT'S WRONG?" He asked as if he genuinely didn't know.

Pinwheel pointed to his head. "You don't even have a face! You don't have lips! How are you talking?" She demanded. Death cocked his head, "I can't take you to Ponyville looking like that! You'd cause a riot!"

"THIS FORM IS FINE."

"Can't you at least make a face for yourself?"

"THIS FORM," Death reiterated, a little more slowly, "IS FINE." Pinwheel felt another sudden chill. She grimaced, looking away.

"Well…maybe I can give you a tour after everyone's gone to bed." Pinwheel sighed deeply, closing her eyes in frustration and covering her face with her hoof, "Honestly. You can make a big dramatic entrance like that but you can't even give yourself a normal-looking face?"

"I COULD DO IT, IF I WANTED." Death answered, "I DON'T WANT TO."

"Fine." Pinwheel dropped her hoof. She stared up at the half bone-half flesh pony. She tried to smile, "I have something cool for us to do. I hope you'll like it. My friend, Dizzy, found these ruins in the Everfree Forest. We're gonna go explore them. How's that?" Pinwheel was more thankful than ever for Dizzy's suggestion. The Everfree Forest was filled with creepy things, not to mention all the ponies avoided it like the plague. If she could keep Death's attention focused on the ruins, maybe she could avoid having to parade him around Ponyville. That skull face would frighten the socks off all the ponies in town. Pinwheel could barely keep her cool standing next to him. His eye sockets were empty, completely empty. She could see the back wall of his skull through the huge openings. It made her feel faintly like vomiting.

Death nodded his head, motioning for her to lead the way. Pinwheel thought she'd feel relieved not having to look at him anymore, but it was even worse with her back to him. She could feel those empty eye sockets burning into her flank. Pinwheel swallowed hard. He was judging her. If this date wasn't fun, he'd drag her bodily into the darkness and send her soul to the Afterlife. Goosebumps prickled on Pinwheel's skin. All she heard was the chilly, out-of-season wind whistling in the trees and the slow clip-clop of Death's white hooves. She couldn't stand the quiet. "So…uh…do I just call you 'Death' or do you have some kind of 'mortal' name?"

"PALE HOOF." Death answered. Pinwheel stopped in her tracks, looking over her shoulder at the undead pony.

"Pale Hoof?" She echoed. He nodded slowly. His neck creaked like a squeaky coffin door, "Hey…that's kinda cool, actually. Pale Hoof. Is it okay if I call you that?" He nodded a second time. Pinwheel found herself smiling a little in spite of herself.

They took the long road around Ponyville. Pinwheel could see the tops of the buildings looming over the trees, but she didn't comment on them. Peering behind her, she caught Death – Pale Hoof – gazing at the town. Still, she said nothing. If he wanted to go to Ponyville that badly, he could say so himself. There was no way she was taking a faceless undead pony into town with her – he'd have to generate a proper face if he wanted to follow her there.

It was nearly one in the morning when they reached the Everfree Forest. The path between overgrown trees was pitch black. No lanterns lined the inky path. Pinwheel paused uncertainly on the edge of the woods. Everfree was scary enough during the day. When she'd come here with Dizzy earlier in the afternoon, the spooky roars and bellows in the trees nearly made Pinwheel poop herself. In the dark, it was even worse. The growls in the underbrush seemed louder than ever. Pinwheel swore she could see evil red eyes peering at her from the shadows. Swallowing, Pinwheel took her first few tentative steps into the woods. When nothing popped out to eat her, she gained confidence and walked further.

Pale Hoof walked into the forest after her. As soon as he stepped under the trees, a swarm of bats swooped down from the branches and mussed Pinwheel's hair. She squealed, dropping and covering her head. The bats vanished as quickly as they appeared. Pinwheel shivered, shaking her head. "This place is horrible." She said to herself. She turned to face Pale Hoof, "Um…listen. I know I'm in no position to make requests, but, well, there are monsters out here and I'm a little scared. Could you…I mean, would you please just…keep them away? With some death magic or something? I mean, it's not very good if I die in the middle of our date."

Pale Hoof was silent for a few moments. "VERY WELL." He replied. Pinwheel let out a sigh of relief. Arguably, Pale Hoof was worse than any monster. Even so, Pinwheel preferred him to a cockatrice or an ursa. He was still threatening to kill her, but at least he wouldn't rip her to shreds. Sifting through her saddlebag, she pulled out her flashlight and the map Dizzy drew for her. The ancient castle lay along an abandoned road deep in the woods. A huge, water-filled chasm surrounded it. The only way across was a rickety bridge that may no longer be intact. Dizzy said the castle had to be over a thousand years old.

"Hey…when was the last time you came to the mortal world?" Pinwheel asked, looking over her shoulder as she and Pale Hoof trotted along.

"MANY, MANY YEARS AGO."

"How long?"

"YOUR CELESTIA WAS JUST A FILLY THE LAST TIME I CAME HERE."

"Well, maybe you'll remember this old castle then. It's over a thousand years old, according to my friend. But, then again, I have no idea where she gets her data. She probably made it up."

"YOUR FRIEND DIZZY TWIST. THE ONE WHO KILLED YOU."

"It was an accident. She's just…a little ditzy sometimes is all." Pinwheel defended. Death let out a wheezy chuckle. Pinwheel blushed, "Friends forgive each other. And I don't have a lot of friends, so the ones I do have are important. If I died, she'd blame herself. So that's why I have to make this the best date ever."

"WE'LL SEE." Pale Hoof answered. Pinwheel couldn't help but shiver. Did he really intend to take her soul? Suddenly, she felt stupid. Of course he did. She died twice. A second chance was rare enough, but a third chance was unheard of. The realization struck her like a heavy bag of sand. He was only playing along, only being nice to give her a false sense of hope. No matter how the date turned out, he was going to drag her off. Just those two words confirmed that. Breathing deeply, Pinwheel tried not to let her fear show. She kept walking.

They walked through the forest in silence. They crossed ravines and rivers before finally coming to the rickety bridge. It still stood, though just barely. Silver mist filled the gully below. Stepping carefully, Pinwheel started across the bridge. The boards squeaked beneath her, but held sturdy. Pale Hoof followed, treading so lightly that his hooves barely seemed to touch the bridge. Before long, they were across.

The ruins were constructed of some kind of ancient blue stone. Broken glass windows lined the destroyed front hall. Its roof had long ago caved in, opening the hidden palace to the sky. Curling vines coiled around the broken columns. "Here we are." Pinwheel said at last.

"I KNOW THIS PLACE." Whispered Pale Hoof. Pinwheel looked at him curiously.

"It was here the last time you came to the mortal realm?"

"YES. THIS USED TO BE THE CASTLE OF YOUR ROYAL PONY SISTERS. I TAKE IT THEY HAVE MOVED SOMEWHERE ELSE. A SHAME. IT WAS A GLORIOUS CASTLE IN ITS TIME." A chilly wind whistled through the ruins as Pale Hoof spoke, "TELL ME, DO THE ELEMENTS OF HARMONY STILL RESIDE HERE?"

Pinwheel blinked stupidly. "Elements of what now?"

"POWERFUL RELICS. CAPABLE OF IMPRISONING A GODDESS." Pale Hoof answered, "IN FACT, THAT IS WHAT THEY WERE USED FOR."

Pinwheel gazed at him thoughtfully. "You mean Princess Luna?"

"YES." Pale Hoof whispered, "TELL ME, IS SHE FREE? IF THE ELEMENTS ARE NO LONGER HERE, IT MEANS SHE HAS ESCAPED."

"I don't know what these Elements of Harmony are, but Princess Luna is free, yeah. A handful of ponies from Ponyville helped soothe her after she got out. I guess she's back in Canterlot now, but no one's really heard from her. Considering what she did, I guess she's just waiting for everyone to cool off before she makes a new appearance." Pinwheel replied, walked toward the ruins. She ascended the steps to the broken front door, "Do you…er, know the Royal Sisters?"

"I HAVE WORKED WITH CELESTIA ON OCCASION."

Pinwheel laughed. "I guess that makes you pretty powerful, then."

"I AM DEATH."

Pinwheel sighed. "Sure."

The ruined castle was silent. Pinwheel's hooves echoed on the marble floors. Bits of rubble and broken glass littered the ground. Pausing, Pinwheel tried to imagine what it looked like in its prime. Arching colonnades, vibrant stained glass windows, floors polished to a mirror-like shine – it probably looked a lot like the current palace in Canterlot. A great stone cylinder stood in the center of the room. Thin lengths of stone extended from the main cylinder, jutting up into the empty air. Pale Hoof sidled past Pinwheel, striding easily over to the large relic. "THE ELEMENTS USED TO SIT HERE. ATOP THESE SKEWERS." He said, gesturing to the thin stone skewers, "HONESTY. KINDNESS. LAUGHTER. LOYALTY. GENEROSITY. AND THE SIXTH ELEMENT."

"I guess they were destroyed when Princess Luna got free." Pinwheel answered.

"NO. I FEEL THEM STILL. POWERFUL RELICS SUCH AS THOSE ARE NOT EASILY BROKEN."

Pinwheel let out a little giggle. "So, if Celestia used the Elements to imprison Luna, does that mean she could imprison you too?"

"I DO NOT KNOW."

"Well…uh…we could go visit the six ponies who freed Luna, if you want to. They all live right there in Ponyville. Maybe they know what happened to the Elements."

Pale Hoof turned slowly to face her. He breathed out, his sigh echoing around the abandoned castle. "LET US MEET THESE PONIES."

Smiling, Pinwheel nodded. Maybe if she discovered the location of the Elements, Death would let her live. The missing elements clearly bothered him, though he did not show it. His skull face was unmoving and expressionless, but Pinwheel heard the subtle ounce of worry in his chilly voice. "We'll head back to Ponyville when everyone's awake. For now, I'd like to have a look around…"

* * *

><p>Pale Hoof and Pinwheel returned to Ponyville just as the sun was rising over the rooftops. Somewhere in the distance, a rooster crowed. Pinwheel hesitated on the edge of town, shifting her weight nervously from foot to foot. She glanced over at Pale Hoof. By all accounts, he was a scary pony – no face with yellow bones protruding from his fur. While their few hours together had made Pinwheel a little more comfortable with him, she didn't think she could ever adjust to the sight of his bony skull-face and his half-bone, half-flesh body. The ponies of Ponyville, who'd probably never seen anything like Death in their lives, would probably panic.<p>

"Okay…before we go in Ponyville, I think that maybe we should do something about your face…" Pinwheel began delicately. Pale Hoof's neck creaked as he turned to look at her. Pinwheel shivered.

"MY FACE IS FINE. WE DO NOT HAVE TIME TO WASTE." He answered.

"Your face is fine? You don't even have a face!" Pinwheel complained loudly. Pale Hoof sighed, "You can do magic. You're a god. Why can't you just give yourself a normal face?"

"I CANNOT CHANGE FORMS IN THE MORTAL WORLD WITHOUT IMMENSE EFFORT. THIS IS MY FLESH FORM. I SHALL STAY THIS WAY UNTIL I DEPART FROM THE MORTAL REALM."

"So…you're stuck like this."

"IN LAYPONY'S TERMS, YES."

"You picked a bad fleshy form, then. Normal ponies have faces."

"I AM NOT A NORMAL PONY."

"No, you aren't." Pinwheel sighed, "Well…if anyone asks, I'll just tell them it's a birth defect. A really horrible birth defect."

"AS YOU WISH."

Pinwheel walked alongside Pale Hoof into the town. Thankfully, the streets were still quietly empty. A few ponies ventured out of their homes to observe the sunrise or pick up their papers. When they saw Pale Hoof pass, they froze in their tracks, their mouths hanging open and their eyes wide. Pinwheel grimaced with embarrassment. She breathed deeply, praying silently to Celestia that Pale Hoof's odd looks wouldn't cause a scene. "We'd…ah…better go visit Dizzy first. I sort of owe her an explanation. And she might know where the other ponies live…"

Pale Hoof said nothing, merely following along behind her. He was like dark storm cloud drifting in her shadow. Pinwheel made a beeline for Mr. Breezy's fan shop. Dizzy probably wouldn't be awake yet, but speaking to another living pony would help calm Pinwheel down. Mr. Breezy was unlocking the shop door as they passed. The old shopkeeper froze when he saw Death, his mouth open in shock. Pinwheel smiled awkwardly at Breezy. "I'm just coming to visit Dizzy, Mr. Breezy…" She said weakly, lowering her head so her forelock covered her face. Pale Hoof nodded politely to Mr. Breezy. The shop's front windows frosted over as Pale Hoof passed. Mr. Breezy watched them as they disappeared up the side stairwell to Dizzy's apartment.

Steeling her nerves, Pinwheel knocked on Dizzy's door. Dizzy answered almost immediately, surprisingly awake. She smiled at Pinwheel. "Hey! Pin! Is your date over already? I've been waiting…" Dizzy caught sight of the tall bony pony standing over Pinwheel's shoulder, "…up….all…night…" Her pupils shrank to pinpricks.

Pinwheel grinned awkwardly. "Hey, uh, Dizzy. This is my…date, Pale Hoof. He has a…birth defect."

"HELLO." Pale Hoof added. The light bulb in Dizzy's living room blew out.

Dizzy didn't say anything. She gawked openly at Pale Hoof, unable to move or speak.

"Uh…Dizzy?" Pinwheel poked her friend's shoulder. Dizzy snapped back to life, shaking her head. Even still, she couldn't look away from Pale Hoof.

"S-sorry! I…didn't mean to stare at your…birth defect." Dizzy answered, still gawking, "Uh…what do you need, Pin?"

"I'm looking for six ponies. You know, the six that were involved in the whole Nightmare Moon thing a few weeks back. Do you know where they live?" Pinwheel asked.

"Uh…yeah…" Dizzy gaped. Blinking rapidly, she turned and vanished back into her dark apartment. She returned a moment later with a map of Ponyville in her teeth, "I know Twilight lives in the…the library…and Pinkie Pie works at Sugarcube Corner. Uh…all right, I'm sorry, but…Pinwheel, your date has no face."

"I know." Pinwheel sighed, covering her face with her hoof.

"He doesn't have eyeballs…"

"Dizzy, please…we have to find those six ponies. Where do the other four live?"

Dizzy rubbed her eyes. "Well…uh….Rarity runs the Carousel Boutique, Applejack lives on the farm, and Fluttershy lives by the stream. I don't really know about Rainbow Dash…"

"Five out of six isn't bad." Pinwheel smiled at her friend, "Thanks for your help. You, uh, oughta change that lightbulb."

"Yeah…" Dizzy answered vaguely, "Good luck with your…date…"

"Right."


	5. Mane Six

"I don't know if Sugarcube Corner or Carousel Boutique is open yet," Pinwheel began, "But I know the Apple Family gets up at the crack of dawn. You'll just…have to be careful around them."

Pinwheel didn't know the Apple family very well. On occasion, she saw Big Macintosh hauling crops into town, but that was it. Their cart road ran right by her pinwheel garden. Macintosh usually nodded to her as he passed the cottage, but never stopped to chat. Applejack, who occasionally pulled the carts alongside her big brother, would smile and wave at Pinwheel if she caught her eye. While nothing about them suggested unkindness, there was no way to predict how they'd react to an unusually tall pony with a skull for a face. There was no way to predict how _anyone_ would react, really.

Sunrise colored the orchard, casting an orange glow over the treetops. The bright red barn sat on the hillside, the front doors closed. "Maybe they're not awake yet." Pinwheel mumbled to herself. Unfortunately, she was not so lucky. Applejack, rubbing her eyes, pushed open the barn door and stepped out into the morning light. Pinwheel watched with Pale Hoof from the shadow of the orchard. Applejack yawned and set immediately to work, pulling an empty cart from the side of the barn. Pinwheel looked up at Pale Hoof. The tree he was standing near was beginning to wilt. Clumps of bright green leaves dropped off the branches. One of the leaves brushed Pale Hoof's fur as it floated down. By the time it hit the ground, it was a shriveled grey husk. "I'll go talk to her, I guess. Do you want to wait here?"

"NO." Pale Hoof rumbled. Pinwheel frowned at him.

"It might be better if I go alone. I'll warm her up and, once she's ready, I'll come introduce her to you." Pinwheel bargained. Pale Hoof gazed at her with sightless eye sockets.

"IF YOU INSIST."

"Thank you." Pinwheel smiled at him. Clearing her throat, she stepped out from the trees and headed toward the hat-wearing pony, "Excuse me, Miss Applejack?"

Applejack, who was busy loading her cart with sacks of mulch, paused and smiled at Pinwheel. She tipped her hat to the other pony. "Howdy there, Miss Pinwheel. Yer up mighty early. What can Ah do ya fer?"

"Well, uh, do you have a minute? I don't want to interrupt your work." Pinwheel grinned awkwardly, nodding to the sacks of mulch. Applejack looked at her cart, then frowned.

"Busy day t'day. Pens need mulchin', trees need prunin', but…hey, sure, Ah don't mind. It can wait a moment." Applejack smiled easily at Pinwheel, "There somethin' ya need?"

"A…friend of mine is studying the Elements of Harmony," Pinwheel lied through her teeth. At the mention of the Elements, Applejack tipped back her hat and squinted hard at Pinwheel, "and he wanted to know what happened to them after you defeated Nightmare Moon."

"Th' Elements? Well…certainly, Ah can tell ya." Applejack scuffed the dirt with her hoof, her face screwed up in thought, "It was really somethin', Miss Pin. There we were, facin' down Nightmare Moon herself. It looked like the elements were destroyed 'r broken, but all o' sudden, the pieces started floatin'. There was this bright light an' suddenly, we were all wearin' these necklaces. Heh, Ah know it sounds pretty far fetched when ya hear it, bu' it's true."

Pinwheel nodded slowly. "Do you still have this necklace?"

"Sure Ah do. If ya like, Ah could get it fer ya."

"Does it have any special powers?"

Applejack looked back down at the dirt, smiling shyly. "Not that I can tell, no. Ah wouldn't understand how that magic stuff works anyway. Ya oughta talk ta Twilight about it. She's the one who figured the Elements out an' got 'em workin' in the first place."

"Sure. I was going to swing by the library anyway. Thanks for your time, Applejack." Pinwheel bowed her head to the other pony.

"Shucks, ain't no trouble. I'm sorry Ah couldn't help ya more." Apple jack pulled the brim of her hat down, nodding to Pinwheel. Glancing back toward the orchard, Pinwheel caught sight of Pale Hoof. He watched them silently from shadow of the branches. The tree he stood near was visibly starting to die, shedding leaves by the bushel. Pinwheel's throat felt dry. Glancing up, Applejack caught sight of the wilting tree, "Well, hold up there, there's somethin' wrong with that tree. Wait a moment, that a pony under there?" Applejack pushed past Pinwheel, walking curiously toward the tree. Beads of icy sweat erupted all down Pinwheel's neck.

"Uh…uh…that's my…that's my friend. He's shy." Pinwheel lied again, blushing deeply. She trotted alongside Applejack, trying to stop her from getting too close, "He's a little weird looking, so he's timid about talking to people. It'd be better if we stayed over here."

"Sorry there, Miss Pin, but Ah gotta take a look at that tree. A tree shouldn't be droppin' leaves in the middle o' summer."

Pinwheel trailed weakly after Applejack. Pale Hoof, in this dark, shady spot beneath the tree, didn't move. Applejack came to a hard stop when she caught sight of him. Her hat nearly tumbled off her head. Her pupils shrank to tiny spots. "This…is yer friend?" Applejack mumbled. Grimacing, Pinwheel nodded. Turning, Applejack gawked at Pinwheel, her ears back and her mouth open, "Why, ya'll can't be serious. He…he's got no face!"

"WE'VE BEEN TOLD." Pale Hoof rumbled. At the sound of his icy cold voice, Applejack turned faintly green.

"Wha…what's wrong with 'im?" Applejack asked, looking Pale Hoof up and down.

"I know he looks scary, but really he's…" Pinwheel began explaining, but she was soon cut off. Applejack caught sight of Pale Hoof's hoof, which rested lightly on the tree's roots. All around his hoof, there was a festering black rot. The rot crept up the side of the tree like a fungus, turning the bark to a mushy cocktail of death and disease. Applejack let out a sharp, horrified gasp.

"MAH TREE!" She squealed, "GET AWAY FROM IT!" Pale Hoof stumbled back. Wherever his hooves landed, the grass in that spot died instantly.

"I am SO sorry!" Pinwheel squeaked, "I am SO SO sorry!"

"Sorry nothin'! Yer friend was killin' mah tree!" Applejack stamped her hooves, "What is this black gunk? Some kinda herbicide?"

"I don't know, I…" Pinwheel began, but it was too late. Applejack was already running for the barn.

"Big Macintosh!" She called, "Big Macintosh!"

Pinwheel stared desperately at Pale Hoof. "Let's go." Pale Hoof followed her as she galloped out of the orchard and off the farm. Once they were a safe distance from the dead tree, Pinwheel turned sharply and glared at Pale Hoof, "You need to be more careful! You know that everything you touch dies!"

Pale Hoof glanced back toward the farm, then down at Pinwheel. "IT WAS SIMPLY A TREE. I DID NOT THINK IT MATTERED."

"Didn't think it—? Are you CRAZY? Of course it matters!" Pinwheel ranted, pacing nervously back and forth, "What else 'doesn't matter'? Ponies' pets? Little fillies?"

"THIS BOTHERS YOU."

"Gee, is it that obvious?" Pinwheel covered her face with her hoof, "Listen…if we want this 'date' to go off without a hitch, _don't touch anything_."

"NOT EVEN YOU?"

"Especially not me!" Pinwheel squeaked, then blushed, "I…I mean…anyway! Applejack said that Twilight probably knew a lot about the Elements. So let's go talk to Twilight!" Pinwheel's words sounded awkward and forced. She swallowed and ducked her head, pushing on toward Ponyville. They'd have to walk through the town square if they wanted to get through the library. They could walk all the way around Ponyville, but that would take too long. There was no telling what Pale Hoof might do if he got impatient. What were the odds of him getting fed up and reaping her soul right here?

The morning was maturing as they reached Ponyville. Ponies were outside running errands, playing with their fillies, and chatting on the street corners. Pinwheel's stomach did a sickening flip. She would have to lead Pale Hoof through a crowded street full of ponies and foals. Even worse, she saw Lily and Roseluck setting up their flower kiosks near the town pavilion. They tended to scream and faint whenever they saw something even vaguely frightening. To get to the library, Pinwheel would have to walk right past them. She hid with Pale Hoof in a dark alley, watching in silent horror as more and more ponies emerged from their houses.

"Next time you come here, seriously, give yourself a normal looking face!" Pinwheel grumbled hatefully at Pale Hoof, who said nothing. Pacing back and forth in the alley, Pinwheel tried to come up with a solution. Just walking Pale Hoof through the square might cause a panic, especially with the fainting-prone Flower Ponies standing right in their path. Even so, walking all the way around Ponyville would take a long time and Pale Hoof might not have the patience. She didn't know him well enough to guess. Then, something caught Pinwheel's eye. There, in the dark space behind Pale Hoof, was a simple grey tarp. Slipping past him, Pinwheel untied the tarp with her teeth and tossed it over Pale Hoof's head. Neck creaking, Pale Hoof looked down at his new hood. "There…just tie it and bam! Instant hood. I should have thought of this sooner. Now just don't touch anyone and we're golden."

"VERY WELL."

Pinwheel let out a sigh of relief. The tarp hid Pale Hoof's skull face perfectly. Mustering a smile, she walked with him out into the street. They made it past the flower ponies' kiosks without incident, although all of Lily's merchandise wilted as Pale Hoof passed. Grinning awkwardly at Lily, Pinwheel kept walking. The library tree was in sight. All she had to do was get to the library and ask Twilight about the Elements. Easy.

"I don't see how you can keep leading those turtles around! They're so slow." Pinwheel looked up to see a blue pegasus with a rainbow mane flapping gently overhead. A pale yellow pegasus with a long pink mane followed beneath her, a family of turtles in her wake. The yellow pegasus smile and laughed gently, her voice very quiet.

"It doesn't matter how fast or slow an animal goes," The pegasus replied softly, "they all need special care."

Pinwheel stopped in her tracks. Fluttershy and Rainbow Dash, the two pegasi who'd helped defeat Nightmare Moon. Putting on a big smile, Pinwheel walked up to them. "Hey there!" The two pegasi paused. Fluttershy lowered her head, hiding her face behind her forelock. Rainbow Dash dropped to the ground, smiling.

"Hey!" She said, flipping her colorful mane. Fluttershy hid behind her, head down with her shoulders hunched, "You're Pinwheel, right?"

Pinwheel nodded. "Yeah."

"You're friends with Dizzy Twist. She and I have cloud duty together sometimes." Dash replied, "She's not as fast as me, but, hey, no one is."

"Yeah, Dizzy talks about you too." Pinwheel nodded to the rainbow pegasus, "Says you're the fastest pegasus in Ponyville."

"Ponyville? Try 'all of Equestria'!" Rainbow Dash huffed, chest puffed with pride, "But anyway, did you need something?"

"Actually, I do." Pinwheel replied, gesturing to Pale Hoof, "My…friend here and I are researching the Elements of Harmony. You guys helped defeat Nightmare Moon, so we figured we'd come talk to you about it."

"Oh yeah." Rainbow Dash chuckled, "Well, uh…I mean, we all helped defeat her, but it was really Twilight who did the work. But I did get this awesome necklace out of it!"

"Oh…There's more to it than that, Rainbow Dash…" A small voice said behind the blue pegasus. Fluttershy lifted her head a little, blinking her large teal eyes, "All of us got an element. And if we weren't there, Twilight wouldn't have been able to do anything at all…"

Rainbow Dash grinned. "You're right. We WERE pretty cool, weren't we?" While they were talking, Fluttershy's turtle family was still on the move. They crawled slowly ahead of her, taking measured steps. Pale Hoof watched the turtles intently, but didn't move as they began filing toward him. Pinwheel glanced at him, then followed his gaze down to the procession.

"Uh, Pale Hoof, maybe you should move." Pinwheel suggested, but the turtles were already crawling between his hooves. Pale Hoof lifted his feet to make way for them, but one of the baby turtles brushed his fur as it passed. The tiny reptile couldn't take another step before it keeled over on the ground, dead. Fluttershy let out a tiny gasp, rushing over to the dead turtle. Pale Hoof quickly stepped out of the way.

"Oh no…" Fluttershy whispered, nudging the unmoving turtle with her nose, "Oh no…!" The other turtles stopped, looking as Fluttershy prodded their lifeless sibling with her hoof. The baby turtle didn't respond, lying still as a stone on the dirt. Tears welled up in Fluttershy's eyes. Still poking the turtle, she began to sob quietly.

Rainbow Dash gazed down at the turtle, then glared up at Pale Hoof. "What did you do?" She barked, stampeding up to tall grey colt, "You killed Fluttershy's turtle!"

"He didn't mean to…" Pinwheel defended, but Rainbow Dash wasn't listening.

"What kind of jerk kills a baby turtle? You made Fluttershy cry, you big bully!" Dash ranted. She spread her wings and lifted off the ground, flying just high enough to meet Pale Hoof face to face. Pale Hoof gazed down at the dead turtle, his tarp cloak shading his skull from view, "Hey, buddy! I'm talkin' to _you_!"

"Seriously, he didn't mean it! It was an accident!" Pinwheel asserted, standing next to Pale Hoof.

"He better apologize if he doesn't want a whoopin'!" Dash challenged.

Pinwheel gazed desperately up at Pale Hoof. "Pale Hoof…" She begged. Silently, Pale Hoof walked over to the dead turtle. Seeing the tall colt, Fluttershy let out a squeak and backed away. Slowly, Pale Hoof lowered his head and breathed on the turtle before backing away. The baby turtle lifted its tiny green head. Fluttershy let out a small gasp of amazement as the baby stumbled forward to join its waiting family. She lifted her head, gazing shyly at Pale Hoof.

"Th-thank you…" She whispered, hurrying after her turtles. Rainbow Dash huffed.

"Yeah, that's more like it." The blue pegasus grumbled, flying off after her friend.

Pinwheel exhaled, covering her face with a hoof. "…So why didn't you do that to Applejack's tree?"

"TREES DON'T HAVE SOULS."

"Yeah, that makes perfect sense." Pinwheel rolled her eyes, "Now let's see if we can get to Twilight's without you ruining anything else."

Palehoof drew back as if offended. "I RESTORED THE TURTLE." He stressed, a hint of displeasure in his otherworldly voice.

"Yeah, but you killed it too. And you made her cry." Pinwheel retorted. She let out a long sigh, "But…I guess bringing the turtle back to life makes up for it. Sorry for getting mad at you."

"…LET US MEET THIS TWILIGHT, THEN." Without another word, Pale Hoof started off toward the library tree. A pit of guilt formed in Pinwheel's gut. She grimaced, trailing after Pale Hoof.

The library door was open. Inside, Twilight had a few different books piled on top of the table. She was looking through them one by one, levitating them with her unicorn magic. Pinwheel cleared her throat. Looking up, Twilight smiled at the two ponies. "Hello there!" She said cheerfully, beckoning them inside with a twist of her neck. Pinwheel nodded, stepping shyly inside. Pale Hoof followed. As soon as he entered, the lights blew out and several books jettisoned from the shelves as if propelled by rockets. Twilight jumped in fright, but let out a kind laugh, "Wow, bad light bulb, I guess! Hey, Spike!"

The baby dragon slid down from the loft. "Right here, Twilight." With a burst of green flame, he lit a handful of candles and placed them around the room, "I'll go to Mr. Spark's Hardware and pick up some new light bulbs in a minute."

"Thank you, Spike." Twilight replied, lifting the fallen books and setting them back in place with her magic. She smiled at Pinwheel, "Spike told me you dropped by. I read your story!"

Pinwheel's eyes widened. "You did?"

"Yes. It was very interesting. I've never read a story about the pony reaper before." Twilight picked Pinwheel's spiral notebook up off the desk and handed it to her. Pale Hoof gazed down at Pinwheel, but said nothing, "You're a pretty good writer, Pinwheel."

Pinwheel blushed. "Really?"

"Yeah! I'd like to read more of your story. If you write some more, be sure to let me know!" Twilight answered kindly. Pinwheel blushed deeper, holding her notebook close in her hooves, "Was there anything else you needed?"

"G-gosh, no one's ever told me I was good at writing before. I'll…I'll definitely write more for you." Pinwheel smiled to herself, looking down at the notebook. She glanced back up at Twilight, "Uh…my friend and I were looking for information on the Elements of Harmony. Do you know what happened to them?"

Twilight was silent for a moment. "Yes, I do. Let me show you something." Turning, she walked to a chest near the side of the room. Opening the chest, she pulled out a beautiful tiara set with a gleaming stone in the shape of her cutie-mark. Pinwheel's eyes widened as Twilight set the tiara down on the table. The gem in the center seemed to glow with a light of its own, outshining all the candles in the room.

"it's beautiful!" Pinwheel gasped.

"Thank you." Twilight replied, bowing her head, "My friends and I got these gems when we activated the Elements and purified Nightmare Moon. This tiara represents the sixth and most powerful element, magic."

"MAGIC." Pale Hoof repeated. Twilight started, eyes widening. She shook her head, laughing quietly.

"Sorry. I didn't expect you to sound like that. It caught me off guard." She apologized, "But…yes, magic."

"So the Elements weren't destroyed." Pinwheel surmised.

"Their power became these gems. But the real elements, I think, live inside me and the other ponies who helped defeat Nightmare Moon, my friends." Twilight explained.

"COULD YOU REACTIVATE THEM?" Pale Hoof asked.

"Perhaps with the right spell." Twilight explained, "But there's no need to. We rescued Princess Luna and Equestria is at peace. Besides…I think it's a little too much power for six simple ponies from Ponyville. I'll reactivate them when Princess Celestia needs me too, but not before."

"A WISE CHOICE." Pale Hoof whispered. Twilight nodded to him, smiling.

"I have a great book about the Elements, if you want to continue your reading. It's a little out of date now, but it helped me find them originally!" Twilight offered, pulling the book off the shelf with her magic and levitating it over to Pinwheel. Pale Hoof plucked it out of the air with his teeth, his tarp hood still hiding his face.

"Thanks, Twilight." Pinwheel sighed, "We won't take up any more of your time."

"Nonsense. This is a library. Come by whenever you feel like it." Twilight giggled. Pinwheel smiled. Silently, Pale Hoof took the book and slipped outside. Waving goodbye to Twilight, Pinwheel followed him. Outside, he dropped the book on the ground and flipped the pages, coming to a detailed illustration of the six elements. Pinwheel looked over his shoulder, frowning at the page.

"Well…that didn't take long. We still have the rest of the day to do things…" Pinwheel tried to smile at Pale Hoof, but couldn't. Although they'd gotten the information he wanted, it still felt like she was taking him on a lousy date. Even if the 'date' was just a pretense to make her feel better about dying, Pinwheel did want to show him a good time. If this really was her last day on Equestria, Pinwheel wanted it to be a good one.

"THE ELEMENTS ARE IN GOOD HOOVES. I AM SATISFIED." Pale Hoof answered. Pinwheel frowned at him.

"Well, uh…is there anything else you want to do?"

Pale Hoof looked down at her. "I HAVE NOT TASTED MORTAL FOOD IN MANY YEARS." He looked up. Sugarcube Corner stood a ways away from the library. He gestured to the gingerbread house, "TAKE ME THERE."

Pinwheel laughed. "Wait'll you meet Pinkie Pie. You'll love her cupcakes."

* * *

><p>Pinwheel sat in the dark field next to Pale Hoof, watching him eat his ice cream cone. He held it precariously between his hooves, licking it with a forked black tongue that looked more like it should belong to a lizard than a pony. Pinwheel's own ice cream cone, vanilla with sprinkles, was beginning to melt over her hooves. Still, watching Pale Hoof eat was too funny to miss. He had two scoops of Death by Chocolate and most of it was all over his bony muzzle and teeth. He was honest when he said he hadn't eaten in many years – he seemed to have forgotten how. "Do you, ah, need some help there, Pale Hoof?"<p>

"I AM FINE." He replied, chocolate dripping off his chin. Pinwheel giggled.

"Do you like chocolate?"

"I FORGOT WHAT IT TASTED LIKE."

"I thought it was pretty funny when you went up to Berry Sorbet and ordered it without your hood on. She was so shocked!" Pinwheel giggled, licking her cone. His improvisational tarp cloak lay abandoned a few feet from where they sat. They'd ventured a mile or so out of Ponyville to watch the sun setting over the mountains. Now the stars were out, millions of them twinkling unobstructed by any clouds. The patch of grass they sat on was dead and scratchy, but Pinwheel found she didn't mind. "Oh…but it wasn't as funny as when we went to visit Rarity." Rarity spent five whole minutes scolding Pale Hoof for his 'sad, tacky tarp cloak'. Even funnier was when he removed the cloak, she only gawked for a moment before lecturing him again about how tawdry skulls were. Pinwheel couldn't stop laughing the entire time. Pinkie Pie's reaction was even more ridiculous, though. They met her at Sugarcube Corner on their way to Rarity's. As soon as she saw Pale Hoof sans mask, she laughed out loud and fled from the room.

"YOU PONIES ARE VERY STRANGE," Pale Hoof confirmed, looking down at Pinwheel, "BUT THAT IS NOT A BAD THING."

"Yeah, well, you're pretty strange too." Pinwheel smirked, "But you're not bad. At least, I think you're not."

"DEATH IS NEITHER GOOD NOR BAD. IT SIMPLY IS."

"Well, this may seem weird, but you seem like an okay colt to me. I had fun today." Pinwheel sighed happily, finishing off her ice cream, "I guess if this is my last day on Equestria, it was pretty good."

"WHAT MAKES YOU THINK THIS WAS YOUR LAST DAY?" Pale Hoof asked curiously, peering at her with his eyeless sockets.

"You said so yourself. If I don't make this the most head-explodingly cool date ever, I get dragged to the Afterlife." Pinwheel frowned down at the grass, "I mean, all we did was just walk around and get snacks. That's not very cool."

"I NEVER SAID THAT."

Pinwheel looked up at him curiously. "No?"

"I HAD FUN TOO." Pale Hoof answered softly, "I AM GLAD TO KNOW THE ELEMENTS ARE SAFE. AND…"

"Yes?"

"I WANT TO READ THE STORY YOU WROTE ABOUT ME."

Pinwheel turned faintly pink. "It's…not that good. Twilight was just saying those things to make me feel better…"

"I WANT TO READ IT."

Pinwheel smiled a little. "All right." She glanced up at the deep blue sky, then down at her watch. 11:45 pm. They'd been sitting out here talking for a few hours now. The day and the date was nearly over, "So…do I get to stay here? Or are you going to send me to the Afterlife?"

Pale Hoof was silent for a moment. "YOU GET TO STAY," He began, "ON ONE CONDITION."

Pinwheel gawked. "Hey! You never said anything about conditions! That's not fair!"

"HEAR ME OUT." Pale Hoof insisted. Pinwheel fell silent, "YOU GET TO STAY AS LONG AS I CAN COME VISIT YOU WHENEVER I PLEASE."

Cocking her head, Pinwheel blinked at him. "Wait…so you're asking for a second date?"

"YES."

"That's…" Pinwheel paused in thought, "That's…fine, I guess. Sure."

Pale Hoof finished off his ice cream and licked the chocolate from his muzzle. He rose to his feet. Pinwheel rose as well. Slowly, he turned to face her. "THANK YOU, PINWHEEL. I WILL LOOK FORWARD TO IT."

Pinwheel grinned. "Hey, no problem. Really…you're not so scary after all. I don't mind going on a second date with you."

"VERY WELL THEN. WE SHALL MEET AGAIN SOON." He finished with a hint of a smile in his mysterious voice. Then, with a sudden gust of wind, he vanished into the darkness. Pinwheel stood alone on the hillside in the moonlight.


	6. Coming Out Party

To Pinwheel, Rarity's Carousel Boutique looked like a wedding cake. The building was not only shaped like a fancy tiered cake, but decorated like one too. Striped purple columns surrounded the circular bottom floor while carved carousel ponies perched on the upper tiers. Intricate blue designs surrounded the massive windows. Even the roof sported a delicate pink check pattern. Pinwheel hated to think of the bits one had to sink into the house to get designs like that. Still, despite the unnecessary detail, it was an attractive building and one Pinwheel did not mind looking at. Despite the mixed colors and patterns, the design harmonized beautifully. Sauntering up the front walk, Pinwheel knocked the dark blue front door with her hoof. Just this morning, she'd woken to find a perfumed envelope sitting under her mail slot. 'Come to the Carousel Boutique later if you have time,' Rarity wrote in a fluid, elegant script, 'I have something I'd like to give you.'

It had been a good, solid week since Pinwheel last saw Pale Hoof. The haunting in her cottage vanished along with him. Pinwheel could only surmise he was the one causing them. Strange things tended to happen when he visited the mortal world – lights randomly going out, chilly winds from nowhere, spontaneously breaking glass. The perceived 'hauntings' were no doubt his doing, though they were probably unintentional. During their date, Pale Hoof had asked to visit Rarity's boutique, just out of curiosity. She lectured him thoroughly about his cloak, scolding his color and fabric choices before demanding he remove it. Pale Hoof _did_ remove it, only to have Rarity continue scolding him about his face. 'Skulls are so tawdry! Not fashionable at all!', she said. Pinwheel could only guess the letter had something to do with that; outside of occasionally peering in the boutique windows, Pinwheel had never spoken to Rarity before the incident.

Rarity opened the door after a moment and ushered Pinwheel inside. The white unicorn frowned, her eyes downcast. "I see you didn't bring your coltfriend with you." She sighed.

"Coltfriend?" Pinwheel asked, "I don't have a coltfriend."

"Oh, you know! The tall gentlecolt with the grey pelt and the skull." Rarity responded, huffing, "I was hoping you'd bring him with you. I…wanted to apologize."

"Apologize for what?"

"Why, for what I said to him, darling! I know I must have come off as very insensitive." Rarity sighed, striding away from Pinwheel and rooting through a nearby chest. With her horn, she lifted and tossed aside rolls of fabric. "Oh! I feel just awful."

Pinwheel frowned. "I'm afraid I don't understand."

Rarity turned away from the chest, her ears down as she pouted at Pinwheel. "I honestly thought your friend's face was a mask. And when he took off that horrible tacky cloak, all I could think was 'what a gaudy mask he has on!' Honestly, wearing a mask like that during the summer? It's strange, don't you think? Anyway…Applejack told me a few days ago that it was a birth defect. I felt simply dreadful."

"It's fine. He wasn't upset."

"Oh, but I was." Rarity sighed dramatically, "I would never make fun of a pony with a birth defect. It's one thing to scold a pony with bad fashion sense; after all, fashion sense can be learned. But ponies like him can't help how they look. I understand why he was going around wearing that horrid tarp. It must be very difficult not to have a face. I was amazed he was even able to speak."

"It's fine, Miss Rarity. Really. Pale Hoof's not that sensitive."

"Even so, I'd like to offer an apology gift. If you could deliver it to him, I'd be very grateful." Her horn glowed as she lifted a folded cloak out of the trunk. She unfolded it in mid air, letting Pinwheel get a good look. The short black cloak shimmered softly in the light. Scrolling silver embroidery decorated the hem. Polished silver beads sat heavy on the tips of the drawstrings. An opaque mesh faceguard hung inside the hood, making it look more like a fencing mask than a simple cloak, "The faceguard can be removed as well…but I thought it was a nice addition. That way, dear Pale Hoof won't have to worry about his hood slipping and ponies seeing his poor face. It's much more fashionable than that tarp, don't you think?" With her telekinesis, she re-folded the cloak and presented it to Pinwheel.

Pinwheel took the folded cloak in her hooves. "Thank you, Rarity. It's beautiful. I'll be sure to give it to him."

"Do tell me what he thinks. I wanted to choose a brighter color, but I wasn't sure what he'd like. As a designer, I think he'd look fabulous in lavender but, well…most gentlecolts don't like lavender." Rarity smiled awkwardly, "Thank you for stopping by."

"It's no trouble." Pinwheel took the cloak in her teeth. Lowering her head, she bowed graciously to Rarity before turning and leaving. Upon stepping outside, Pinwheel sighed through her teeth. There was no telling where or when Pale Hoof would show up. He failed to specify where and when their next date would be. For all Pinwheel knew, he could show up randomly twenty years from now, demanding a date she'd forgotten she agreed to. Did immortal pony gods have a sense of time? Even so, it was a fine cloak. The silver scrollwork reminded Pinwheel a bit of Death's misty shadow cloak he wore in the realm between worlds. He'd like that.

Draping the cloak over her flank, Pinwheel started back for home. The day was growing old and a orange glow colored the sky. All day she'd spent writing, just writing. Twilight Sparkle's comments rung in her head. 'I want to read more.' Twilight said. Pale Hoof's words were even heavier, though. 'I WANT TO READ THE STORY YOU WROTE ABOUT ME.' Just the thought of those words stirred a mixture of emotions. Pinwheel felt flattered, happy, proud, but also self conscious and uncomfortable. She nearly regretted giving the story to Twilight. Pale Hoof would have never found out about it otherwise. Yet…wouldn't it be wonderful if he liked the story? Having your work praised by a god – there was no higher honor.

But Pale Hoof was gone now. All traces of his presence (except for Applejack's dead tree) had vanished with him. Pinwheel couldn't predict when he'd show up again.

The pinwheel garden rattled gently in the evening breeze. Pinwheel shouldered the screen door open and left the folded cloak on the kitchen table. Her notebook lay open in the study, her pencil abandoned by its side. Yawning, Pinwheel blinked sleepily in the darkened cottage. Wandering back into the kitchen, she set the teapot on the stove. As the orange sky turned to blue, Pinwheel saw something dark flash across her kitchen window. The shadow darted past, then vanished. An animal, probably.

After a few minutes, the teapot let out a scream. Pinwheel lifted it off the stove and poured herself a steaming cup. The tea warmed her bones; the cottage had suddenly grown cold. Once the cup was finished, Pinwheel set it in the sink for washing and headed for the bedroom. Her bedroom was simple and comfortable – a dresser, a wash table, a four poster bed with puffy blue sheets. Pinwheel crawled under the covers and was ready to fall asleep when something outside caught her eye.

Just outside her window waited a familiar face. The bleached horse skull and sightless eyes peered in at her through the glass. Jerking upright, Pinwheel stumbled out of bed and rushed to the window. With a grunt of effort, she pushed up the bottom pane and stuck her head out. "Pale Hoof?"

"HELLO." Pale Hoof answered. The bedroom window stood at least ten feet off the ground. Pinwheel looked down. Pale Hoof stood atop a stinking mound of freshly unearthed skeletons. The contents of Pinwheel's stomach rose into her throat. Covering her mouth, Pinwheel swallowed the bile and frowned up into Pale Hoof's eyeless face. "READY FOR OUR DATE?"

"You mean…right now?" Pinwheel blinked.

"YES."

"Do you have any idea what time it is?"

Neck creaking, Pale Hoof looked around. The stars were just beginning to come out. "NIGHT TIME."

Pinwheel stared flatly at him. "Right. See, Pale Hoof, normal ponies are usually in bed by now." She sighed, rubbing her eyes with a hoof, "And you forgot to give yourself a face again."

"IF YOU NEED SLEEP, I CAN WAIT." Pale Hoof answered.

"So you're just going to wait outside my window while I sleep."

"YES."

Pinwheel closed her eyes in frustration. "Put those skeletons back in the ground. I'll meet you at the front door." With a wave of his hoof, the great pile of pony skeletons receded back into the earth. He turned and walked back toward the front porch. Wherever his hooves touched, he left patches of dead grass. Closing the window, Pinwheel hurried down the hall to the screen door. Pale Hoof scratched his hoof repeatedly against the screen. Sighing, Pinwheel pulled the handle with her teeth, "Come in."

Pale Hoof ducked his head as he entered. The lights flickered ominously. He wandered around the house, poking his head into the different rooms. Peering into the kitchen, he paused. The folded cloak still lay on the table, the silver embroidery flashing in the moonlight. "WHAT IS THAT?" He asked, his hooves clicking on the tile as he walked into the kitchen. He prodded the cloak with his hoof.

"A gift for you. Try it on." Pinwheel answered, standing in the doorway. Pale Hoof stared at her, then slipped the short black cloak on over his head. The fit was perfect. The opaque faceguard hid his skull head perfectly. Pinwheel could only see the vague silhouette of his snout through the mesh, "Well? Do you like it?"

"IT'S TIGHT."

"It looks good on you. Plus it hides your face well. Nopony will freak out when they see you."

"YOU DISLIKE MY FACE."

Pinwheel colored. "No…I mean, well, you have to admit, your face is a little weird."

"I WILL WEAR IT, THEN." There was a note of disappointment in his otherworldly voice. Pinwheel felt a pang of guilt.

"It…it was a gift from Rarity. So, you know, it's not that _I_ want you to hide your face…but…" Pinwheel sighed, "I'm going to bed. You make yourself at home."

"HOME." Pale Hoof repeated curiously.

"Yeah, home. "

* * *

><p>In the morning, Pale Hoof was still there. He was standing by the writing desk, leafing through Pinwheel's notebook. The cloak still hung around his tall shoulders, but the hood was down. Pinwheel walked into the study with two cups of tea held precariously in her teeth. She plunked out of the cups down next to the notebook. Pale Hoof glanced down at the cup. Slowly, he lowered his head and put his bony mouth to the rim. At his touch, the tea instantly went cold. When he sipped, it spilled through the open holes in his cheeks, leaving a brown stain on the carpet beneath him. "It's okay, I'll clean it up later." Pinwheel smiled at him, "Did you like my story?"<p>

"I HEAR MANY STORIES FROM THE SPIRITS OF DEAD PONIES." Pale Hoof replied, delicately turning the page. Tea still dropped off his bony muzzle, leaving wet spots on the pages, "BUT I HAVE NEVER HEARD A STORY ABOUT ME. IT IS…CURIOUS."

"But did you like it?"

"YES."

Pinwheel beamed. "I'm so happy. I was thinking maybe if I finished it, Twilight could hook me up with a publisher in Canterlot. Wouldn't that be cool? You and I could go on book tours…" She paused, "I mean, if you have time. I know your job is…demanding."

"WE'LL SEE."

Still smiling, Pinwheel nodded. "All right, then. So what was it that you wanted to do today?" Before Pale Hoof could answer, there came a hollow knocking on the screen door. Pinwheel peered out into the hall. At the end of hall, a familiar pink pony smiled through the screen.

"Hi there!" The pink pony, none other than Pinkie Pie, chimed, pushing the door open with her nose. Pale Hoof peered around the corner, watching Pinkie from the study door, "Oh! Hey! Your coltfriend is here! That's super awesome great because I wanted to invite you guys to a PARTY! I always throw parties for new ponies and I know your friend is new because I've DEFINITELY never met him before and I know ALL the ponies in Ponyville!" Pinkie Pie spoke quickly without taking so much as a pause for breath. Pinwheel stared at the talkative pink pony, trying to take in her words. Pinkie Pie reached into her saddlebags and produced a pair of bright fuchsia invites. Pinwheel blinked at the invitations.

"Uh, he's not exactly new, but thanks!"

"Either way, I'd love to get to know him better! And a party is the perfect way to do it!" Pinkie giggled, "It's this afternoon, two o'clock sharp, at Sugarcube Corner! It won't be the same without you!"

Pinwheel glanced back at Pale Hoof, who said nothing. She nodded to Pinkie. "Okay, we'll be there. Sounds like fun."

"Super!" Pinwheel bounced as though she had springs in her hooves, "Remember, two o'clock sharp!" With a high pitched giggle, she passed the invites to Pinwheel and skipped off the porch. Pinwheel turned and walked into the study, setting the invitations down on the writing desk.

"Looks like we have something to do today after all." Pinwheel concluded, "Pinkie's parties are pretty good, I hear. It'll be fun."

"WILL THERE BE CHOCOLATE?"

"It's not a party without it."

* * *

><p>If Carousel Boutique was a wedding cake, Sugarcube Corner was a gingerbread house. In fact, that was almost literally the case. The building looked edible. Its rooftops were modeled to look like cookies and the gutters looked like swirls of white frosting. Candy cane striped columns supported the gables. At the very top was a small loft fashioned to look like a cupcake. If the shop's appearance didn't get customers hungry, the heavenly smell of baked goods would. Aromas of fudge and soft cookies wafted out into the street, drawing ponies of all ages. Pinwheel took a great inhale as they approached the shop door. "Smells great, doesn't it, Pale Hoof?" She asked, looking up at the tall colt, "Wait…you <em>can<em> smell, right?"

"I POSSESS ALL FIVE SENSES." Pale Hoof answered. He wore his hood up, the faceguard covering his skull. His voice was just a bit muffled by the mask. Ponies still stared at him – he was unusually tall and the strange cloak drew attention – but no one was screaming or panicking. Pinwheel took that as a victory.

"Well, I guess if you've got your kind of power, you can look however you want." Pinwheel gestured to the shop door, "Shall we?"

Balloons and confetti exploded in their faces as they opened the door. "Ta-da!" Pinkie Pie giggled. The shop looked as though a party store had vomited inside. Streamers hung from the ceiling, balloons floated in every corner, and a huge spread of goodies covered the buffet table. Dozens of ponies, some Pinwheel didn't even know, crowded the small shop. "It's your 'Welcome to Ponyville' party! We've got cake and punch and games and fun and—!"

"It's great, Pinkie." Pinwheel smiled, but the crowd of ponies immediately made her nervous. In the tiny shop, it was almost impossible to avoid brushing up against somepony, "But…uh…awfully crowded."

Pinkie frowned. "I know. Applejack told me that your friend is kinda shy, but maybe this party will help!" She beamed, bouncing up to Pale Hoof. She stuck her hoof out to him. Pale Hoof jerked back, "Hey there! I'm Pinkie Pie! Put 'er there!"

"Uh…he can't touch anyone." Pinwheel explained. Pinkie lowered her hoof, "He's…he's got aphephobia. Real bad."

"Aphe-what now?" Pinkie blinked.

"It means he's afraid of being touched, Pinkie." Twilight appeared from the crowd, a full glass of punch floating magically beside her. She smiled sympathetically at Pale Hoof, "I heard about your birth defect. It sounds awful. I've never read about a pony born without a face. But…anyway, Rarity will be glad to see you're wearing the cloak she made."

"Thanks, girls. Would you let everyone at the party know not to get too close to Pale Hoof? He just really doesn't like other ponies touching him." Pinwheel explained, bowing her head to the two ponies. Twilight smiled.

"That's fine. Sometimes friends have special needs and we need to accommodate them. We'll do our best to make Pale Hoof comfortable." Twilight answered, gently tipping her glass toward him, "Welcome to Ponyville, Pale Hoof!"

Pinwheel smiled with relief. Hopefully, no one would die at this party. "You guys are really nice to do this for him. Isn't it nice, Pale Hoof?" Pinwheel looked up at her silent companion. He was busy gazing around the brightly decorated room. He lifted his hoof and took a step inside the room. Immediately, the lights flickered and went out for a moment. All the party ponies gasped in shock. A nearby punch bowl frosted over, then shattered. Pinkie Pie jumped in fright, then started laughing. Red punch poured over the table in tiny scarlet waterfalls.

"I'd better clean that up." Pinkie Pie giggled, bounding over the shop counter and retrieving a washcloth. Twilight smiled awkwardly, nodding to Pale Hoof before turning and vanishing back into the crowd. Pinwheel glared harshly at Pale Hoof.

"Could you _not_ do that?" She whispered through gritted teeth.

"DO WHAT?"

"The spooky messing with the lights and freezing things and stuff! It's not funny right now!" Pinwheel hissed, "If everyone finds out who you are, they might run you out of town!"

"I CANNOT CONTROL IT. MY PRESENCE HAS AN ADVERSE AFFECT ON THIS WORLD." Pale Hoof answered. When he spoke, ponies all around the room turned to stare at him. Even when speaking quietly, his voice had an unearthly resonance that vibrated the very floorboards. Pinwheel colored and looked down. She reached up and tugged on the drawstring of Pale Hoof's hood, leading him over to the buffet table. Slowly, the party ponies resumed their normal conversation. Pinwheel exhaled. Going to a Pinkie Pie party with Pale Hoof seemed like a fun idea this morning, but Pinwheel hadn't known how many ponies Pinkie would invite. Practically the entire town was packed into the small shop space. Of course, they'd turn up for a Pinkie party no matter who it was for.

There at the buffet table, setting down a hot tray of apple brown betties, was Applejack. She turned sharply to look at Pale Hoof. "Hey! There ya are." She harrumphed, walking over to him, "Jus' what did ya'll do ta mah tree?" Pinwheel's stomach roiled with nervousness.

"He didn't do anything, I promise." Pinwheel stepped forward, "The tree was like that when we came to visit." The lies felt like hard lumps in her throat, but what else could she say? Nobody could know Pale Hoof was the living embodiment of Death. For one thing, it'd ruin the party. Who wanted to celebrate the arrival of Death? If anything, his presence was a thing to curse. Pinwheel knew he wasn't that bad, but the others didn't. They didn't have the luxury of spending a day getting to know him.

"Now, lookie here. Ah know ya'll got a birth defect an' Ah'm real sorry 'bout that, but that tree was healthy the night before ya'll came. Now Big Macintosh said it was jus' root rot, bu' Ah know root rot don't take hold that fast. That tree jus' started rottin' outta nowhere an' Ah wanna know why." Applejack insisted, jabbing the air with a hoof, "Ya'll best start explainin'."

"Really, there's nothing I can say, Applejack." Pinwheel pleaded, "It was like that when we came."

Applejack's green eyes narrowed. "Now listen. Trees are valuable. They take a long time ta grow an' flourish. If yer really certain the tree was rotten when ya came, well, I'll take yer word fer it. Bu' if you ain't bein' honest, yer robbin' the Apply Family o' some hard-earned dough."

"I'm being honest." Pinwheel vowed. Applejack frowned, but didn't press the issue. She walked around Pinwheel and Pale Hoof, eyeing them suspiciously as she vanished into the crowd. Pinwheel took a deep breath. Pale Hoof gazed at her curiously.

"WHY ARE YOU LYING FOR ME?" He asked quietly, softly enough to escape notice.

Pinwheel frowned at him over her shoulder. "I don't know how people will react when they find out who you really are. I just don't want anyone to get hurt."

"YOU THINK I AM DANGEROUS."

"You are! You kill everything you touch…" Pinwheel whispered hoarsely, "This isn't a good place to discuss it."

"DEATH IS PASSIVE. I DO NOT TAKE, I SIMPLY COLLECT."

"Who cares? You still scare people! No one wants to die!" Pinwheel hissed, "Please, Pale Hoof, let's talk about this some other time. We can't have ponies running you out of town with torches and pitchforks. That would REALLY ruin our date…"

"PINWHEEL. I SAY THIS BECAUSE IT LOOKS TO ME LIKE THE DATE IS ALREADY RUINED." Pale Hoof stated. Pinwheel blinked at him curiously, "YOU ARE NOT HAVING FUN. YOU ARE TOO BUSY WORRYING ABOUT HIDING ME. I CAME HERE AGAIN BECAUSE I WANTED TO HAVE FUN WITH YOU, BUT IT IS NO USE IF YOU ARE NOT ENJOYING YOURSELF."

Pinwheel lowered her head, frowning. "I just…I just want to have fun too, but it's hard since you're…well, you. And…I like you, but, Pale Hoof, I'm not sure it will work. I mean, the creepy stuff is funny sometimes. And I laughed a lot when you scared the ice cream vendor with your face, but…if everyone knew you were…you know…they might treat us differently."

"AND WHAT IS WRONG WITH THAT? THESE PONIES WILL ALL BE DEAD SOON. THE ACTIONS OF MORTALS DO NOT MATTER TO ME."

Pinwheel gazed up at him, a frown tugging at the corner of her mouth. "So…my actions don't matter either?" She asked, voice small.

"NO."

Pale Hoof's answer struck her like a piano dropped from the sky. Pinwheel ducked her head, letting her yellow forelock fall in front of her eyes. "Fine, then. Do whatever you want." She growled bitterly, squeezing her eyes shut, "I thought we were friends!" Nearby, a few ponies paused in their conversation to look at them. Pinwheel could feel their eyes, but she didn't care. None of this mattered to him. He was a god, after all. All the ponies here were just tiny specks to him, including her. The first date, her agreement, this party – it was just a grain of sand in his endless hourglass of life. All the ponies were interchangeable. Pinwheel could be anyone – a unicorn, a pegasus, even a dragon. She didn't matter. She simply served her purpose as an excuse for him to visit the mortal realm.

"PINWHEEL. I DID NOT…" Pale Hoof lifted his faceguard to have a better look at her. Gasps sounded from all around the room. Lily, who was standing just a few feet away from them at the cake, shrieked and fainted. Pinwheel winced.

"It's…It's just a birth defect…!" Pinwheel explained weakly, turning to face the crowd of gawking party goers.

"NO. THIS FARCE ENDS HERE." Pale Hoof pulled the cloak over his head and cast it aside, "CITIZENS OF PONYVILLE. IN THIS REALM, I AM KNOWN AS PALE HOOF. BUT THAT IS NOT MY TRUE NAME. I AM DEATH, THE REAPER OF PONIES."

"Ah knew there was somethin' funny 'bout him!" Applejack declared from the corner. Pinwheel ducked, covering her head with her hooves.

"Oh Celestia!" Somepony in the crowd gasped, "Are we going to die?" Terrified whispers trembled through the crowd.

Pale Hoof stared sightlessly at the party guests. "NO. NOT TODAY." His proclamation did nothing to soothe the crowd. They watched him anxiously, slowly backing away from him, "I AM HERE ONLY TO OBSERVE YOUR MORTAL REALM."

Pinwheel peeked up at him over her hooves. What was he doing? Surely he saw the frightened expressions of the crowd. Nothing he could say would convince them. The appearance of the reaper meant death for those who saw him. Then, all of a sudden, someone in the crowd started laughing. Eyes turned toward the source of the laughter. There, in the throng of ponies, was Pinkie Pie, giggling like she'd just heard the funniest joke imaginable. She skipped lightly to the front, standing fearlessly beside Pale Hoof. He gazed down at her.

"I get it, Mister Pale Hoof!" She snickered, "You're just a big ol' softy!"

Pale Hoof glanced questioningly at Pinwheel. Pinwheel quickly rose to her feet. "Uh…yes! Yes. He's a softy. He's not going to hurt anyone. I know! I've been on two dates with him!"

Pinkie Pie laughed heartily. "See, everyone! He's harmless!"

Pinwheel grinned nervously. "Right. As long as you don't touch him."

Pinkie Pie grinned. "Sure! Would you like a piece of cake, Mister Pale Hoof?"

"He loves chocolate!" Pinwheel blurted, staring desperately at the ponies as if it were undeniable proof he was harmless.

"Well, that's super lucky, because I make the best chocolate cake around!" Still smiling, Pinkie bounced over to the chocolate cake at the buffet and cut Pale Hoof a hefty slice. Sliding it onto a plate, she set it down in front of him. Pale Hoof lowered his neck and took a bite.

"IT'S GOOD." He confirmed, swallowing. Chocolate colored his exposed teeth brown. At that, the party ponies seemed to relax. They whispered among themselves, gazing distrustfully at Pale Hoof, but no one was screaming. A few ponies rushed to assist Lily, fanning her and offering her water. Pinwheel's muscles unclenched. Creakily turning his head, Pale Hoof looked down at her. He pushed the chocolate cake over to her, "TRY THIS."

Pinwheel let out an anxious giggle. "Thanks, but…I'm not sure I want to eat after you."

"I'll cut you another piece!" Pinkie chirruped, bouncing back over to the cake.

Pinwheel sighed deeply, looking up at Pale Hoof. "We better go."

"Don't leave without your cake!" Pinkie called. Pinwheel picked up the plate with her teeth.

Pale Hoof retrieved his cloak from the floor. "AS YOU WISH."


	7. Necromantic

The Ponyville clock tower struck twelve. _Bong_. Pinwheel sat at the outdoor café across from Dizzy Twist, who eyed her angrily. Staring off in a different direction, Pinwheel quietly slurped her tea. _Bong. _Setting her tea cup down, Pinwheel looked up at Dizzy. Dizzy's expression hadn't changed in the fifteen minutes they'd been sitting here. Her nose was wrinkled and her maroon eyes were narrowed to slits. _Bong_. Just as the silence was getting awkward, the waiter appeared with their lunch. He balanced their dishes expertly on his white flank. Gracefully, he lifted the steaming plates off his rump and set them down on the table. "Enjoy." He grumbled, snout high in the air. Pinwheel smiled uncomfortably. The clock rang out again. _Bong_.

As the waiter left, Pinwheel turned to Dizzy. "I really like the food here. I just wish the waiter didn't have such an attitude." She mumbled, peering down at her soup. The red tomato broth swirled in the porcelain bowl, giving off tiny clouds of steam. _Bong. _The chiming of the clock rattled Pinwheel's teeth. Dizzy said nothing. _Bong_. Pinwheel winced, "So…uh…how was your trip to Cloudsdale?" _Bong._ For the last week, Dizzy had been working wind detail in the Cloudsdale weather factory. In the midst of the confusion over Pale Hoof, Pinwheel had completely forgotten her best friend. Dizzy arrived back in Ponyville the day of Pale Hoof's party. They hadn't spoken until this morning. _Bong_.

"Oh. It was great. Except for the part where my best friend forgot to tell me she was _dating the Grim Reaper._" Dizzy spat. _Bong_. Rolling her eyes, Dizzy made a horrible hacking sound in her throat, "I can't even BELIEVE you, Pinwheel!" _Bong._ Pinwheel lowered her head.

"He's…he's really not that bad." Pinwheel defended. _Bong._ Dizzy rolled her eyes so hard Pinwheel was surprised they didn't fall out. The final note of the clock tower rang out over the town. _Bong_.

"That's what every filly says about the 'bad' colt. 'Oooooh, I can change him!' Blech." Dizzy stuck out her tongue, "This isn't just the biker colt from lower Manehattan, Pinwheel. This is the _Grim Reaper_."

"We're…we're not like that. It's not really dating. It's just…casual hanging out." Pinwheel explained. Dizzy narrowed her eyes at her. Her gaze felt like a searing hot iron, "It's not like we've kissed or anything!"

Dizzy stared at her flatly. "Of course you haven't," She shook her head slowly, "because he KILLS everything he touches! I heard what he did to Applejack's tree and Fluttershy's turtle."

Pinwheel jerked upright. "That's not fair. He revived the turtle!"

"Pinwheel…" Dizzy pointed to her with a hoof, "I am going to explain to you slowly why dating the god of death is a _monumentally_ bad decision. "

"Oh? Well, I wish somepony had explained to _you_ that carrying an earth pony hundreds of feet off the ground was a monumentally bad decision!" Pinwheel spat. She drew back, surprised at the harshness of her own voice. Dizzy lowered her hoof, staring dumbfounded at her friend. Pinwheel's face hardened, "You're the only reason I met him, you know. If you hadn't dropped me…"

"I said I was sorry!" Dizzy barked, slamming her hooves on the table. Plates rattled and a few drops of Pinwheel's soup sloshed out. The other café patrons turned from their entrees and peered at them. Pinwheel glanced around at the guests and quickly lowered her head. Dizzy, seemingly immune to the irritated glances, remained as she stood, half on the table and half off, "Anyway…I didn't drop you. YOU fell!"

"I lost my glasses!"

"So you let go of me for a stupid pair of glasses?" Dizzy screeched shrilly, "Glasses can be replaced! Mr. Specs runs a glasses store right down the street! Do you EVEN know how bad I felt? I was crying my eyes out for hours! And now…now you're risking your life _again_. Did you even think about my feelings?"

"Did you even think about mine? I'm the one who died!"

Dizzy shut her eyes tightly. Tears seeped from under her cream eyelids. Pushing off from the table, she turned and began to trot away. Pinwheel hopped off the hay bale bench and started after Dizzy. "Are you crying?" She called. Dizzy paused long enough to hold up a hoof before continuing on. Pinwheel came to a halt. Spreading her wings, Dizzy took off and vanished behind a thick, puffy cloud, leaving Pinwheel standing alone in the street. Teeth gritted, Pinwheel stamped the ground hard with her hooves. All the café patrons were looking at her, but she didn't care. Tossing her mane, Pinwheel stomped back to the table. Slowly, gazing down his snout at Pinwheel, the waiter approached.

"I suppose your friend will not be paying for her meal?" The waiter asked. A beautiful slice of daffodil and alfalfa pie sat untouched on Dizzy's side of the table, still steaming. Pinwheel sighed. Her saddlebags lay next to the hay bale bench. Poking inside them, Pinwheel passed a small purse of bits to the waiter.

"Wrap our food up, will you? I'll take it home." Pinwheel's stomach growled, but she couldn't force herself to eat. The café patrons turned back to their food, whispering quietly amongst themselves. They might have been chatting about their laundry, but Pinwheel felt as though every word was directed at her. The waiter lifted the plates off the table and carried them back inside the café. Sighing, Pinwheel sat down, her head dropping against her chest. After his big revelation at the party, Pale Hoof vanished again. Of course. He had a job to do. Shirking his duties even for one day could have consequences. Even so, Pinwheel found herself wishing he was here. He could explain to everypony that he wasn't a threat. He just wanted to have some off-duty fun. Living in that dreary, dark crossroads between life and death had to be depressing.

Even worse, though, he hadn't said goodbye. He just disappeared without a word, leaving only his new cloak behind.

"What a mess." Pinwheel sighed.

The sudden clatter of hooves stirred Pinwheel out of her daze. She lifted her head only to see Mayor of Ponyville herself, accompanied by Twilight, heading straight forward. Sparkle. Quickly, Pinwheel stumbled off of her seat and nodded to the two ponies. The mayor paused a few feet from Pinwheel's table, her expression stony. Instantly, Pinwheel's heart dropped into her hooves. She'd seen the mayor on Winter Wrap Up days and other celebrations – normally, she was a graceful mare who smiled easily and encouraged her citizens to work hard. The stony, cold expression she wore now looked alien on her face. "Hello, Miss Pinwheel." The mayor stated formally. Pinwheel hiccupped, "I've spoken to Miss Sparkle and we'd like to have a word with you. For the good of Ponyville."

"Sorry to tear you away from your lunch." Twilight smiled apologetically.

"I…I wasn't eating anyway. I just asked the waiter to box up the food." Pinwheel let out a nervous giggle, "Uh…is there something wrong, Ms. Mayor?"

"We had a few concerns regarding your new coltfriend, Miss Pinwheel." The mayor answered. She examined Pinwheel critically, looking her up and down. Pinwheel swallowed hard, "We fear he may be, well, a safety hazard for the citizens of Ponyville."

"Oh…" Pinwheel ducked her head, "Well, uh…if everypony stays out of his way, it's no problem. He isn't going to hurt anypony."

"That's just the problem, Miss Pin. We don't think we can _keep_ everypony out of his way." The mayor sighed. With a toss of her mane, she motioned for Pinwheel to follow. Glancing behind at the café, Pinwheel saw the waiter boxing up her food. With a frown, she turned and followed the mayor. Food was her lowest priority right now.

The three of them strolled toward the square's central pavilion. Mounting the steps, the mayor swiveled around to face Pinwheel. "I had Miss Sparkle do some research on your friend." She began, "A few disturbing things popped up. Aside from being associated with, well, Death, the pony Reaper is rumored to bring plagues and misfortune."

"He sometimes makes things happen, yeah, but that's not his fault. It's just how our world reacts to him." Pinwheel explained.

"That's just the thing, Pinwheel." Twilight interrupted gently, "Those things happen because he isn't supposed to be here. Pale Hoof belongs in the realm between worlds, not in Ponyville."

Pinwheel lowered her head. "I see."

"Applejack and Fluttershy told us about the turtle and the tree as well." The mayor continued, "I'm…concerned. I saw the tree myself – it was completely rotten. If he can do that to a tree, what can he do to a pony? What if somepony were to bump into him accidentally? Ponyville can get very crowded during the day. I won't have my citizens dropping dead in the street."

"C'mon…" Pinwheel responded weakly, "I've tried really hard to keep him from killing somepony by accident. He can't help it. All he wants is to see the mortal world and have a little fun. Having fun isn't a crime."

"Yes, but killing ponies is. While Pale Hoof may not be bound by pony laws, you are. If he kills somepony, even by accident, the punishment will fall on you. You're the closest thing he has to a living ambassador." The mayor warned.

Pinwheel's stomach turned. She snickered nervously through gritted teeth. "Hold on there. I'm not his ambassador or anything. We just went on a few dates. They weren't even really dates. Like I said to my friend Dizzy, it was just casual stuff…" The excuses fell weakly from her mouth. Twilight and the Mayor exchanged glances. Pinwheel fell silent. It was true – as far as she knew, she was Pale Hoof's only contact on the living plane besides Princess Celestia. Licking her dry lips, Pinwheel looked back up at the two mares, "What, exactly, do you want me to do?"

The mayor let out a deep sigh. "Well, we can't tell you to stop being friends with him. My authority as mayor doesn't give me the power to break up relationships, even detrimental ones." She declared, "However, as Pale Hoof's friend and ambassador, you have to keep a check on him. Maybe…avoid the busier parts of the day. Go out at night after everypony is asleep. We have to avoid deaths any way we can."

"I understand." Pinwheel responded gravely.

"Try to keep him off public grass, too. Dead patches are very ugly to look at." The mayor added, her stony expression breaking. A hint of a smile tugged at her mouth.

"A-absolutely." Pinwheel answered uncertainly.

"While I find your relationship with Pale Hoof a little strange, I suppose it's no stranger than Twilight's relationship with the Princess." The mayor concluded. Twilight grinned. Nodding to the two mares, the mayor descended the pavilion steps, "That's about it, I suppose. Thank you for your time, Miss Pin."

Pinwheel gave the mayor a big false grin that faded as soon as the tan pony was out of sight. Sighing, she stared hopelessly at Twilight Sparkle. Taking a few steps closer, Twilight patted Pinwheel gently on the shoulder. "Sorry about all this."

Pinwheel stared down at the dirt. "The price of knowing a famous pony, I guess." She took a deep breath, "It's all right, though. As long as I keep him away from everpony, things should be just fine."

Twilight bobbed her head in agreement. "He seems to like you. Pale Hoof, I mean." She said, "I hope you two have fun together. I have to get back to the library. I'll see you around."

Pinwheel started. "Wait, Twilight!" Twilight paused, glancing over her shoulder. Hurriedly, Pinwheel dug into her saddlebags. She pulled out her notebook, scuffed and covered with graphite stains. Gripping it in her teeth, she handed it off to Twilight, who floated it over using telekinesis, "I wrote more of my story. You said you'd read it."

Twilight magically flipped through the pages before opening her saddlebag and dropping it inside. She looked down for a moment, frowning thoughtfully, before glancing back up at Pinwheel. "Pinwheel…this story…is it true?"

Pinwheel frowned sheepishly, staring at the cobblestones beneath her. "Y-yeah. Yeah, it is."

"So…you really were dead."

"Yeah."

"And those other two ponies?"

"They were real too. I saw their obituaries in the paper. It was…scary."

Twilight nodded solemnly. "My friends and I are headed to Appleloosa in a few days. I'll read it on the train and think it over while I'm there. Provided nothing strange happens, of course." Twilight giggled, "I'm really honored that you're sharing this with me, Pinwheel. I can't imagine dying. It must have been really traumatic for you."

"It's something I'll never forget. At least, not while Pale Hoof's around." Pinwheel snorted, "Why're you heading all the way out to Appleloosa?"

Twilight grinned broadly. "Oh, you know. Applejack was so anxious about Pale Hoof's root rot that she's giving her favorite tree to her relatives for safe keeping. She just can't stand the idea of her trees getting sick. I keep telling her that's not how magic works, but she won't listen." Twilight shrugged, "You're welcome to come with, if you like. We could use an extra hoof."

Pinwheel hid her smile behind a hoof. "No…I'd better stay here. Make sure old Pale Hoof doesn't get into trouble."

"It's up to you." Twilight beamed, "I'd better go now. See you later, Pinwheel." With that, the purple unicorn turned back around and wandered off into the shifting crowd of ponies on the street.

* * *

><p>Pale Hoof was there when Pinwheel arrived home that afternoon. She could tell by the fresh circles of dead grass outside in the yard. He hadn't bothered to knock this time. When Pinwheel arrived home, the screen door was open and Pale Hoof was in the back bedroom, sorting through Pinwheel's drawers as though trying to find something. He barely acknowledged her when she came in. With a fierce yank, he pulled open the bottom drawer and pushed aside Pinwheel's clothes. Smiling, Pinwheel trotted to the closet and turned the handle. Inside, on a single hanger, was Pale Hoof's cloak. With a flourish, she yanked the cloak off the hanger and offered it to him. Slowly, he turned around. Without a sound, he took the cloak in his teeth and draped it around his shoulders. Clumsily, he tied the drawstrings.<p>

"It's…ah…it's not really polite to barge into somepony's house when they're not at home." Pinwheel said after a long silence. After putting on the cloak, he simply stared at her, not moving, not saying anything.

"I WANTED MY CLOAK." He answered.

"Well, it was right there waiting for you. I didn't do anything to it." Pinwheel shrugged, "Are you mad at me?"

"I HAVE THOUGHT ABOUT WHAT YOU SAID AT THE PARTY." He uttered, "I AM NOT A 'SOFTY', AS YOU PUT IT. I AM DEATH." The word 'softy' sounded so strange in his deep, otherworldly voice that Pinwheel couldn't help but giggle. At the sound of her laughter, he tilted his head curiously.

"It's just an expression, Pale Hoof." She replied, grinning widely at him.

"DEATH IS NOT SOFT."

Pinwheel shook her head, still smiling. "No, it's not. But if I told ponies you were cold and cruel and hard, they wouldn't like you very much." She explained, "Plus…I don't think you're that cold or cruel. I remember what you did for Fluttershy's turtle. A cruel pony wouldn't do that."

"IS THAT SO."

"Yes. And a cruel pony wouldn't keep giving me second chances. A cruel pony would just reap my soul and be done with it." Pinwheel asserted, "So I know you're not cruel at all. Don't try to pretend."

"I AM NOT SOFT."

"Pinkie Pie said it first, not me." Pinwheel replied with a wave of her hoof, "But I'm glad you're back anyway. We've got something to talk about."

"TALK, THEN."

"You certainly scared the mayor. She and I were chatting just a minute ago. We can't go out during the busy parts of the day anymore. She said it's better if we wait til everypony's off the streets. And you can't walk on any public grass because you kill everything you touch." Pinwheel recited. Pale Hoof stared at her blankly.

"THE LAWS OF MORTAL PONIES HAVE NO HOLD OVER ME."

"Yeah, well, they have hold over me. And as your official fleshy ambassador, I take the blame for your mischief. So keep off the grass, okay?" Pinwheel bit back. Pale Hoof was silent for several seconds, then let out a chilly sigh that lowered the room temperature ten degrees.

"I WILL DO AS YOU SAY THEN, MADAME AMBASSADOR." He answered. Pinwheel grinned toothily.

"You know, it's funny." She giggled, gaze lowered to the floorboards, "Everypony, even the mayor, was calling you my coltfriend! They think we're an item. Can you even imagine it?"

Although his skull head could not make expressions, Pale Hoof seemed to frown. He tilted his head downward a bit, cocking it to the side. "COLTFRIEND?"

"You know…they thought we were…together. A couple." Pinwheel chuckled, "I know I said we went on a few dates, but those weren't real dates. It's not like we're going on romantic strolls in the moonlight."

"WE ARE NOT A COUPLE?" Pale Hoof asked. Pinwheel's eyes snapped open.

"Did…you think we were?" She asked.

"…POSSIBLY." Pale Hoof looked away, staring instead at the corner of her bedroom. Pinwheel snorted.

"We haven't gone on any romantic dates. It was just…friend stuff, I thought."

"WHAT IS A 'ROMANTIC DATE', then?"

Pinwheel blinked slowly. "Oh…like candlelit dinners…long sunset walks on the beach…ballroom dancing…kissing under the stars. Stuff like that. I don't know, Pale Hoof. I've never had a real coltfriend before. I just know about the romantic stuff I've read in books." Scratching her neck, Pinwheel's eyes once again dropped to the floor. Who knew if any of that stuff was romantic in real life? All she knew was that walking around Ponyville and scaring ice cream vendors felt more like friendship than romance. She didn't mind being friends with Pale Hoof, but she couldn't imagine snuggling up to him on a twilit tropical beach. For one thing, they couldn't even touch!

"KISSING." Pale Hoof echoed.

"Yeah. Real couples kiss and stuff." Pinwheel responded.

"I SEE." Pinwheel nodded, smiling cheerfully. What happened next was totally unexpected. Like a bolt of lightning, he was on her. Pale Hoof moved so quickly that Pinwheel couldn't even register it. One second he was across the room, the next he was looming uncomfortably close. His skull face hovered over hers. Pinwheel opened her mouth to say something, but it was too late. His exposed teeth brushed lightly against her cheek.

In the next second, everything went wrong. The bedroom window shattered and a wintry breeze punished the room. The lightbulb blew out and the closet door slammed. Pinwheel choked. Blood gushed out of her mouth. She doubled over and heaved. Crimson vomit splattered all over the floor. Tears spilled out of her eyes. All around, the shadows seemed to be moving, forming wicked claws and teeth. Invisible ghosts shrieked in her ears. Pinwheel's vision flashed in and out. Her body trembled violently. Pale Hoof stood impassively over her. With a final, pained '_hurk_', Pinwheel choked out the last of the vomit. There, lying in the pool of blood, was something pink and shiny. Eyes rolling, Pinwheel collapsed. A second later, she was dead.

* * *

><p>Pale Hoof stood alone in the dark room. He looked down at Pinwheel's body. Aside from all the blood she'd lost, she'd hacked up part of her esophagus. Gently, he pushed her mouth open with his hoof and rolled the tissue back inside. He tapped her head. Her mane was soft. The blood pooled around his hooves, staining them crimson. There was no doubt – she was stone dead. An idea formed in Pale Hoof's mind. His touch wouldn't hurt her if she was already deceased. They could have their romantic date after all!<p>

"THIS WILL BE THE MOST ROMANTIC DATE EVER." He said quietly to the body, "WE'LL HAVE A CANDLE LIT DINNER AND GO DANCING, JUST LIKE YOU WANTED." He lifted her small body up with his head, rolling her onto his back. Pinwheel lay limp against his flank, her mouth still drizzling blood. If Pale Hoof had lips, he would have smiled. She would definitely want to be his marefriend after this.

* * *

><p>Pinwheel awoke in a dark, lightless abyss. Slowly, as she came to, she felt a horrid stinging in her throat. Rising, she stared into the empty blackness. "Horse apples…" She sighed, dropping her head, "Not this again."<p>

Suddenly, two spirits materialized from the darkness. They both wore hoods, but Pinwheel knew them almost immediately. "Hey there!" Thunderhead said in his friendly, open voice, "Welcome to the Afterlife! If you're here, it means you're dead. But don't worry, the Reaper will be here soon to send you off to—," He paused, eyes widening as he saw Pinwheel, "Hey! I remember you! You're the little filly who got away!"

"Thunderhead?" Pinwheel asked. She looked at the other spirit, a small feminine figure, "Philomel?"

Philomel threw back her hood. Her pink mane seemed to glow in the low light. "You're Pinwheel. You faced the challenges with us."

"Yeah…" Pinwheel answered, "What are you two doing here? I thought Pale Hoo—err, I mean, Death—took you off to the Afterlife."

"Sure he did. But he asked us to watch his post for him while he was in the mortal world. Somethin' about seein' a mare, if I'm not mistaken." Thunderhead puffed out his chest, "So we're temporary stand-in reapers."

"Really, we just tell everypony when he'll be back…"

"Don't ruin the fun for me, Phil!" Thunderhead scolded. Philomel giggled, "But anyway…since you're here, that means you're dead. Again. Guess your luck ran out, Pin."

"So…I just…wait here until he comes back?" Pinwheel asked.

"Somethin' like that, yup. Feel free to wander around, find some other ponies. I think there's one or two around here. Besides us, I mean." Thunderhead confirmed, "I'll tell ya, Heaven's REALLY nice. Almost worth getting torn apart by an ursa." He chuckled.

Pinwheel shook her head. "No…this is a mistake. I died by accident. I have to find a way to get back to my body."

"Everypony thinks their death is an accident." Philomel intoned, "Heaven really is lovely. It's better not to fight it."

"No! You see…_I'm_ the mare Death's been seeing!" Pinwheel blurted. Both Philomel and Thunderhead stared at her in shock.

"You're kidding. Really? You're the boss's new marefriend? I don't believe it!" Thunderhead exclaimed, putting a hoof to his temples.

"It's true. And I need to get back to my body. Will you help me?"

Philomel and Thunderhead exchanged glances. "We could be in deep trouble if she's really the boss's date…"

"I don't want to break the rules, though…" Philomel whimpered.

"Let's give it a shot." Thunderhead turned toward Pinwheel, his expression determined, "We'll help."


	8. Dinner Date

Few things in life mattered to Pale Hoof. He had existed – not lived, but existed – since Equestria first rose up out of the sea. Time moved quickly for him. Empires rose and fell beneath his hooves. Tiny saplings became mighty forests in the blink of an eye. The mortal world was forever in flux. To him, it was like a play where the director brought in new actors and new props for every scene. No face ever appeared twice. Pale Hoof remembered all the faces and names he'd claimed over the many millions of years that this planet hurtled through the abyss. He could count a thousand ponies with blue hides and yellow manes, a thousand ponies with glasses, a thousand ponies with pinwheel shaped cutie-marks. Pinwheel, the pony he now devoted his attentions to, was not a unique mare. However, he did not see her as simply one of the endless souls he collected on a daily basis. She was one of the very few who'd earned a second chance from him. Those ponies had a special place in Pale Hoof's crusty, ancient void of heart. However, even among those unique equines, Pinwheel stood out. Pinwheel was the only pony ever to earn not one, but two second chances.

_PERHAPS I AM TOO LENIENT_. Pale Hoof thought as he hauled Pinwheel's body through the Ponyville square. He had the tip of her tail in his mouth, dragging her along the ground like a toy. Whenever she hit a bump, her body jumped like a dying fish. A wet trail of blood colored the street in her wake. _HOW MANY CHANCES SHOULD ONE PONY GET?_

These thoughts bothered Pale Hoof in a way he'd never experienced. Certainly, he had infinite power to take and restore life as he chose, but there were primordial, unspoken laws in Equestria that even he had to follow. Celestia obeyed them unflinchingly. When her sister threatened to upset the natural order, she was banished without remorse (or so it appeared to him). Right now, Pale Hoof was flagrantly defying these ancient laws, just like Luna. What would become of him?

The sun set gently over the rooftops of Ponyville. Pale Hoof came to a stop outside the charming outdoor café in the square. A lone waiter stood over the tables, collecting the silverware for cleaning. He paused when he saw Pale Hoof, his mouth dropping open. Silverware clattered noisily on the cobblestones. "HELLO." Pale Hoof began, nodding to the waiter, "TABLE FOR TWO PLEASE."

The waiter said nothing. His eyes jumped between Pale Hoof's face and Pinwheel's bloody body. "Is…is that mare dead?" The waiter finally gasped, color draining from his face.

Pale Hoof glanced down at Pinwheel, then back at the waiter. "WE'RE HERE FOR A ROMANTIC DINNER."

"Oh…Oh Celestia…" The waiter gasped, turning faintly green. He stumbled backward, tripping over the edge of the tablecloth and landing on his rump, "Don't…don't come any closer!" Legs flailing, the waiter scrambled to his feet and galloped swiftly away, not pausing to look back. Pale Hoof let out an icy sigh. Dragging Pinwheel to the table, he propped her up at one end, straightened the table cloth, and sat down opposite her. With a wave of his hoof, he lit the candles. The wicks exploded with unholy green fire.

"I BELIEVE THIS IS WHAT YOU PONIES CALL DISCRIMINATION." He said to the corpse. Her head lolled loosely on her neck, "LIVE PONIES ARE THE SAME AS DEAD PONIES. AND YET THEY REFUSE US SERVICE. HOW RUDE."

The corpse, naturally, did not reply. Pale Hoof didn't expect it to. The green light cast a sickly glow on Pinwheel's yellow mane. Flies buzzed around her head. Pale Hoof was silent for several moments, simply staring at the corpse. Reaching over, he knocked Pinwheel's head with his hoof. Her head flopped. He poked her again. No matter how many times he prodded her, she didn't respond.

Pale Hoof lowered his head. He was still for a moment, trying to figure out what was wrong. He had the candles and the sunset. The giant red sun loomed heavy and hazy in the sky. Lacy, pink clouds rolled across the orange heavens. A few bats fluttered from the rooftops. Pale Hoof rubbed his chin with a hoof. According to Pinwheel's definition, this was romantic – a candlelit dinner at sunset. Yet…

"THIS ISN'T ROMANTIC AT ALL." He concluded. Rising from his seat, he bit the tip of Pinwheel's tail and dragged her from her seat. What was he doing wrong? Pausing, he mentally listed the things Pinwheel called romantic: candlelit dinners, sunset walks, dancing, and kissing. He had all the right components for a romantic evening, yet it still fell flat. Somewhere along the way, he'd made a mistake.

Pale Hoof dragged Pinwheel down the street, deep in thought. The sky faded from orange to purple and finally to a deep blue. Pinprick stars glowed in the heavens. The Ponyville clock tower struck eight. Passing Sugarcube Corner, Pale Hoof caught a whiff of fudge baking. Lights still shined in the windows of the bakery. Mr. and Mrs. Cake had not yet turned the 'open' sign to 'closed'. If he could, Pale Hoof would have smiled. There was still a chance to save the date. Mares loved chocolate. Turning, he strode slowly to the bakery and scraped the front door with his hoof. After a few moments, the door pulled back to reveal Mrs. Cake, dressed in a fluffy cherry bathrobe, ready for bed. When she saw Pale Hoof, her pupils shrank. Her pink hair, normally piled high on her head in a swirled pompadour, fell droopily around her shoulders. "Oh…It's you…" Mrs. Cake muttered. Her eyes fell down to Pinwheel. She gasped sharply, "Is…is that a corpse? Uh…uh…we're closed!" With that, she made to slam the door, but Pale Hoof shoved his hoof in to jam it. Pushing back, he forced his way inside.

"I SMELL CHOCOLATE."

Mrs. Cake let out a squeal. Darting away from the door, she charged up the stairs, shouting her husband's name. "Carrot! Carrot!" She shrieked, "That awful death pony brought a corpse in our shop!"

Pale Hoof paused in the doorway. Enticing smells drew him toward the kitchen. There, the day's last batch of fudge sat cooling. Just as he started inside, a gasp sounded from behind him. Slowly, creakily, Pale Hoof turned his head. There, in the street, stood a cream colored pegasus. A scowl of disgust twisted her muzzle. "I knew this would happen." She growled, lowering her head like a bull about to charge. Her curly dark pink mane flopped in her face, covering hateful maroon eyes, "Let her go! Right now!"

"WHO ARE YOU?" Pale Hoof boomed. The pegasus stamped her hooves.

"I'm Pinwheel's REAL friend! Now let her go!" The pegasus shouted.

Realization dawned on Pale Hoof. "DIZZY TWIST."

"Yeah, that's right, buster. You better put Pinwheel down right now or I'm calling the cops!" Dizzy threatened, scraping her hoof against the cobblestones.

"WHY?"

Dizzy balked at him. "What do you mean, 'why'?" She spat, "You're dragging her body around like a bag of trash, you bony freak! I knew this would happen. I can't believe you're parading her around town like some…some gross trophy! That's sick. That's _worse_ than sick!"

Pale Hoof glanced down at Pinwheel. "WHY? NOTHING ABOUT HER HAS CHANGED. SHE HAS THE SAME WEIGHT, THE SAME HEIGHT. HER PELT IS BLUE, HER MANE IS YELLOW. WHAT IS DIFFERENT?"

"She's DEAD!" Dizzy yelled, "You KILLED her! You KILLED your own marefriend!"

"IT IS BETTER THIS WAY. IF SHE IS DECEASED, MY TOUCH WILL NOT HARM HER."

"Won't harm her? You've _already_ harmed her! Just go away!" Dizzy shouted. Her words echoed between the empty buildings, filling the street with her voice. Shutters opened. Sleepy ponies peered out of their windows. Mr. and Mrs. Cake huddled in the back of the bakery, crouching behind the glass display case. Seeing the onlookers, a cruel smile spread over Dizzy's face. She threw back her head and began to scream, "HELP! HELP! MURDER! MURDERER ON THE LOOSE!" She yelled, stamping her hooves on the ground. Ponies gasped. A few ventured out onto the street, craning their necks to get a better view.

Pale Hoof ground his teeth. "BE SILENT." He growled.

"MURDER! MURDERER ON THE LOOSE! GET THE GUARDS! HURRY!" Dizzy continued screaming, turning now to shout at the ponies in their houses. A handful ran off in search of the armored pegasi. Pale Hoof advanced from the bakery door, Pinwheel's tail falling from his mouth.

"I SAID, BE QUIET." He reiterated coolly. Dizzy continued to shout.

"MURDER! MURDER! GET THE GUARDS!"

"SHUT UP!" With a burst of unholy speed, Pale Hoof pounced on Dizzy. Sparks of green lightning flashed over his body, disintegrating his flesh and fur to reveal putrid bone. His great bony wings erupted from his back, sending showers of emerald sparks rippling along the cobblestones. The sparks devoured anypony who drew near, sundering flesh and leaving charred corpses in their wake. Only Dizzy was spared. He bore down on her, mouth gaping as if to swallow her whole. Dizzy fell back on her rump, tears spilling freely from her eyes.

"P-please…" She muttered. Pale Hoof's jaw yawned widely, whispering black mists spilling from his gullet. He loomed closer, his huge maw nearly around Dizzy's head.

"STOP!" A bright flash illuminated the dark street. Pale Hoof felt a sudden impact like a punch to the stomach. He fell hard on his side. When the light faded, he was back in his fleshy mortal form. As he rose, his knees quaked. He could barely stand for shaking. Weakly, he looked up. There, at the end of the street, stood Princess Celestia, her wide white wings at full spread. The tip of her horn shined with a blazing light that Pale Hoof could hardly bear to look at, "I will not allow this!"

"CELESTIA…" Pale Hoof wheezed. Her light made him sick to his stomach. As she approached, he collapsed back on his side.

Celestia looked over the charred bones of Pale Hoof's victims. "Revive them. Now." She commanded. Weakly, Pale Hoof rose again. Stumbling over to the corpses, he lowered his head and breathed their souls back inside them. Flesh re-grew over their charred bones and, in a moment, they were alive again. Eyes rolling and tongues lolling, they lurched to their feet like zombies. They hobbled about weakly for a few moments before regaining their balance. As soon as they were able to stand again, they darted fearfully away from Pale Hoof. Watching the newly revived ponies, Celestia nodded and dimmed the light on her horn. Pale Hoof let out a pained gasp. With the holy light dimmed, he felt the strength return to his limbs. Dizzy scurried away, vanishing into the crowd of ponies gawking at the princess.

Pale Hoof gazed over his shoulder at her. "WHY…" He rasped, "…ARE YOU HERE?"

Two pegasi guards flanked Celestia. Bowing, one of them presented her with a scroll. Unfurling the letter magically, Celestia scanned it then turned to Pale Hoof. She cast it down at his feet. On the paper, Pale Hoof could see the Mayor's signature. "The mayor wrote to me, saying you were here and that you'd made friends with a mortal mare." Celestia sighed. Her eyes were hard and bright, "I expected to find you a changed colt. But instead…I find _this_."

"THIS IS NOT YOUR CONCERN."

"The events of Equestria are absolutely my concern!" Celestia boomed, "What you have done here is a travesty!"

Pale Hoof looked around. He let out a bitter chuckle. "THIS…" He hissed, "IS NOTHING."

"You will be silent." Celestia's eyes darted over to the bakery. Pinwheel lay sprawled on the front step, still as a stone, "That pony…why is she still dead?"

"He killed her!" Someone in the crowd shouted. Pale Hoof turned just in time to see Dizzy vanish back into the mass of ponies.

Celestia grew very still. "Is this true?"

Pale Hoof gazed at Pinwheel's corpse. "YES."

"Bring her back."

"NO."

"Do it." Celestia insisted.

"YOU MAY BE THE QUEEN OF THIS LAND, CELESTIA, BUT YOU DO NOT RULE OVER ME." Pale Hoof growled, "I WILL NOT RESTORE HER."

Celestia's expression hardened. "And why not?"

"IF I REVIVE HER, THEN…" Pale Hoof's voice dropped to a whisper, "WE'LL NEVER BE ABLE TO HAVE A ROMANTIC DATE…"

Celestia's eyes widened. Slowly, she advanced toward the corpse draped over the bakery stoop. Lowering her head, she flipped Pinwheel over with her horn. Frowning, she gazed at the little blue mare. Red gashes glowed on Pinwheel's chin and belly, places where the cobblestones scraped away her fur. "This poor pony…" She whispered. Turning her head sharply, she glared at Pale Hoof, "Am I to believe this is truly the object of your affections?"

Pale Hoof was silent for a moment. "YES."

"I thought you had changed, but you have not." Celestia sighed, "You're the same as you were a thousand years ago." Her pastel colored mane flowed behind her as she turned and approached Pale Hoof. Pale Hoof stumbled backward. She gazed at him sadly, "Come with me to Canterlot."

"NO."

"Matters of Equestria fall under my jurisdiction, Pale Hoof. You are in my lands, so you must follow my orders."

"DON'T FORGET WHO GRANTED YOU YOUR IMMORTALITY, CELESTIA." Pale Hoof hissed.

Celestia let out a deep sigh. "Please."

Pale Hoof glanced surreptitiously toward the corpse. He couldn't just leave Pinwheel alone here. There was no telling what these panicked ponies would do to her. "BRING THE BODY."

"If we must." Celestia nodded to her guards. Gingerly, they approached the corpse. Carefully, they lifted it into the air, carrying it between them. Pale Hoof watched intently as they moved Pinwheel, not once taking his eyes off them. Gazing steadily at Pale Hoof, Celestia lifted delicately into the air. Pale Hoof followed, his dark wings materializing from his spine. The four of them flew silently into the night.

* * *

><p>"Are you guys sure you know where we're going?"<p>

Thunderhead turned around to face Pinwheel, walking backwards into the abyss. "Trust us; we're substitute reapers." Philomel giggled quietly, hiding her mouth with her hoof. Thunderhead gave a big, goofy grin and continued, "And…because we're official substitute reapers, we have official substitute reaper powers."

Pinwheel narrowed her eyes at him. "And just what are these official substitute reaper powers?"

Thunderhead's teeth were big and white. "Give me a moment and I'll show you! Want to help me out here, Phil?" He turned back around, tugging on Philomel's substitute reaper cloak. Philomel giggled again, swatting him playfully with her hoof. Seeing them made Pinwheel feel warm inside. Here they were, both smiling and laughing despite their gruesome deaths. They acted as though being 'substitute reapers' was a treat, not a curse. Philomel paused in her tracks and turned toward Thunderhead. She lifted a sparkling cream hoof. Nodding, Thunderhead lifted the same hoof, touching his foot to hers. Closing their eyes, they began whisper. Their words were inaudible but, even if Pinwheel could hear them clearly, she doubted that she'd understand what they were saying. The void around them sparked and thundered like a roiling storm cloud. Pinwheel took a few skittish steps back.

A green bolt of lightning burst from the abyss and ripped the air asunder. The bolt struck and tore a gash in the very fabric of the realm. Pinwheel let out a sharp gasp, shielding her eyes. Pale light poured from the chasm. Tentatively, Pinwheel approached it. Through the gash, she could see starlight. "Is that…Equestria?" She breathed. Looking down, she could see sprawling green fields and tall purple mountains, all awash in moonlight.

"Righto!" Thunderhead answered cheerily, "This realm lies right on top of Equestria. The reaper has the power to open up gateways between the realms. If you're really dating the boss, you should've seen him do it a couple o' times already."

Pinwheel's thought flashed back to their first date and how Pale Hoof had dramatically dropped from the sky. "Yeah. I have. What'll happen if I go through it?" Experimentally, Pinwheel lifted her hoof and jabbed the air inside the portal. Nothing happened.

"Erm. Nothing." Thunderhead answered.

"We think." Philomel added.

"Right. You should be safe as long as we're careful. We're…not actually _supposed_ to do this, ya know. We're just supposed to mind the realm while Death's gone. But since you're the boss's date, well, I don't think he'd mind." Thunderhead grinned awkwardly, "Anyway, don't go through that portal. We'll make one above Ponyville so you can get home. Ya still live there, right?"

Pinwheel smiled. "Right. So you can find Ponyville in this realm?"

"Sure! Thanks to the Reaper powers, we can kinda see through the darkness into Equestria. It's jus' a matter of finding Ponyville an' rippin' open a portal!" Thunderhead declared cheerfully. With another wave of his hoof, he sealed the first portal and motioned for Pinwheel to follow, "Won't take long, I promise."

"I trust you."

"Great._ Hopefully_, your trust is well placed." Thunderhead chuckled, strutting about and continuing into the void. Philomel tittered quietly and trailed after him. Pinwheel came last, watching their backs as they sauntered forth. Their reaper cloaks weren't pitch black like Death's, but tinted faintly with color. Philomel's had a hint of pink and Thunderhead's a hint of red, "Like I said, we aren't supposed to do this. And, uh…my aim isn't so good."

Pinwheel stopped in her tracks. "What do you mean, 'aim'?"

"We'll have to use our reaper powers to propel you through the portal into Ponyville. Like a slingshot. It takes a lot of power to move between realms. You can't simply step through." Philomel answered quietly. Pinwheel swallowed hard.

"So…uh…how much longer til we're over Ponyville?" Pinwheel licked her lips, throat suddenly dry. Sweat prickled on the back of her neck.

Thunderhead glanced over his shoulder at her. "Oh, don't look so frightened! We can do it. Besides, you're already dead. What's the worst that could happen?"

"The trauma of being propelled into another realm unprepared could shatter her soul." Philomel answered helpfully, "You know that, Thunderhead."

Thunderhead's grin turned into a grimace. "Oooooh…forgot about that one." He turned his gaze back to Pinwheel, "But, uh…that doesn't happen often. Or so I'm told. But, you know, just be aware! We're not permanent reapers – we don't even have all the powers! – but we'll do our best to get ya home safe."

Pinwheel's jaw tensed. "It's…good to be well-informed…" She replied through gritted teeth, "I guess…"


	9. Pinwheel Rises Again

With its purple and yellow striped onion domes, gleaming white spires, and fluttering fuchsia banners, Canterlot looked more like a work of art than a serviceable city. Everything about it was impractical, from its confused layout to its delicate construction. If there was ever an earthquake, Pale Hoof was sure that the city would come crashing down in a second. The steamy waterfalls and the arching golden bridges would do nothing to protect it. Pale Hoof took a moment to contemplate the image as he and Celestia approached the city. The mountains would rumble and the city would topple over like a stack of china plates, smashing messily on the rocks below. He had to stifle a chuckle. Celestia peered at him sidelong, a deep frown tugging at her mouth.

"We'll have to leave Miss Pinwheel in storage. I hope you understand." She said, nodding to her two attendant guards. They carried Pinwheel's body between them. They looked at each other and lifted into the air. Pale Hoof held up a hoof to stop them.

"NO. SHE STAYS WITH ME." He ordered. The pegasus guards hovered uncertainly ten feet off the ground, looking between Pale Hoof and Celestia. Celestia's scowl deepened.

"Pale Hoof, I must remind you that you are not a guest here. You killed my citizens and, while you brought them back to life, your actions still count as murder." Celestia's stony façade broke and she let out a deep, mournful sigh, "My sister and I owe you much. Arresting you would be improper. Even so, we must negotiate the terms of your stay in Equestria. I cannot have you murdering my little ponies left and right."

"I WANT THE BODY. YOU WILL LEAVE IT WITH ME." Pale Hoof insisted. Exchanging glances, the pegasi dropped back down to the ground and placed the body at Pale Hoof's feet. Celestia did not move to stop them. Pale Hoof lifted the body with his neck and let it roll limply onto his back.

Celestia closed her eyes. "You always _were_ unreasonable."

"I AM DEATH."

"True. You cannot help what you are." Celestia beckoned with a hoof, "I want to know why you're here. About Pinwheel. Accompany me to the palace." Her horn glowed as she magically lowered the drawbridge. Pale Hoof nodded, following the princess inside the city. The roads were deserted. Even the streetlights were out. Pale Hoof couldn't tell time very well – time did not pass in his realm as it did in Equestria – but he knew the difference between night and day. Ponies slept at night. Even Celestia's natural ambient light did not draw her subjects out. She led him through the dark, silent streets toward the majestic white palace in the heart of Canterlot. More armored pegasi greeted them at the palace gate, lowering their heads in respect for Celestia. Pale Hoof could feel them peering at him beneath the visors of their helmets.

The interior of the palace was as cold and silent as the streets outside. While lanterns illuminated the great halls, there were no ponies. All the servants were probably in bed. Even the pegasi guards were quiet, their eyes drooping sleepily as they followed the princess. Pale Hoof looked around the brightly colored entrance hall, inspecting the massive dovetailed staircase and the giant golden alicorn statue. Large windows looked out over the valley. Below the mountain, Pale Hoof could just make out the scattered lights of Ponyville. From the tallest towers of the palace, Celestia could probably see all of Equestria. "THIS IS YOUR NEW HOME?" Pale Hoof asked finally. Celestia peered over her shoulder at him, "IT IS NOT AS GRAND AS THE PALACE YOU HAD IN THE EVERFREE FOREST."

The corner of Celestia mouth twitched with a hint of a smile, "Yes, but I would live anywhere as long as I can watch over my ponies." Her small smile faded, "I could not stay in the old palace, though. Not after what happened with Luna. Too many painful memories."

"WHERE IS LUNA?"

"Out. She has many duties to attend to during the night." Celestia smiled, a faraway look in her eyes, "I'm so proud of her. She's readjusting beautifully in spite of what happened. It's still a little too early for her to meet the citizens, though."

"I SEE."

Celestia mounted the stairs, turning toward Pale Hoof. "But let's talk about you instead. It's been centuries since you last visited Equestria. All of a sudden, the mayor of Ponyville writes me and says you've dropped in and made a friend. That's the last thing I expected from you." Celestia frowned at the small blue body draped over Pale Hoof's back, "Though…I think you need a few lessons in how friendship works."

"SHE IS NOT MY FRIEND. SHE IS MY DATE." Pale Hoof answered, "I DO NOT WANT TO BE FRIENDS."

"Then you need a few lessons in how romance works. I won't be the one to give them, though. Even so, why would Death himself return to Equestria for a single pony?" Celestia asked, "As I recall…you never paid much attention to individual ponies."

"THIS ONE IS…SPECIAL." Pale Hoof replied, looking over his shoulder at Pinwheel. He nudged her head with his nose. She reeked of blood, "SHE WON A SECOND CHANCE FROM ME. TWO SECOND CHANCES. THAT MAKES HER DIFFERENT."

"Then doesn't she deserve to be alive?" Celestia asked gently, "Feelings of love aren't worth much if one pony can't reciprocate."

Pale Hoof looked down at Pinwheel's corpse, then back at Celestia, then down at the corpse. "IT'S BETTER THIS WAY."

"But why?"

"MY TOUCH KILLS EVERYTHING. PINWHEEL SAID THAT REAL COUPLES KISS. I CANNOT KISS HER IF SHE IS ALIVE. AND I DO NOT WANT TO BE JUST FRIENDS." Pale Hoof answered, "IF SHE IS DEAD ALREADY, THEN I DO NOT HAVE TO WATCH HER GROW OLD. MORTAL PONIES HAVE VERY SHORT LIVES. I WOULD LIKE IT BETTER IF PINWHEEL STAYED LIKE THIS FOREVER."

Celestia shook her head. "Mortal lives are beautiful because they are short, Pale Hoof. I would like it if all my students remained with me forever as well, but it can't be that way. So we must love the time we have with them instead of mourning their loss." She explained gently, "You don't even have to worry about that. When the ponies you love die, you're there to walk them into the Afterlife. There's no reason for this morbid display."

"PINWHEEL SAID COUPLES KISS. IF WE DO NOT KISS, WE ARE NOT A COUPLE." Pale Hoof reiterated. Celestia covered her face with her hoof.

"There are all types of couples, Pale Hoof…" Celestia began, but soon fell silent. She continued up the staircase, pastel mane rippling weightlessly behind her. Pale Hoof trailed after her, "Expressions of love are important, but…" She let out an exasperated sigh, "Haven't you considered how Pinwheel feels? Don't you think she's scared…or hurt…or confused that you did this?"

Pale Hoof glanced back at Pinwheel. "SHE'S DEAD. SHE DOESN'T FEEL ANYTHING."

"You know what I mean. Don't you have more fun with her when she's alive?" Celestia tried, a note of desperation in her normally serene voice, "If you're going to stay in Equestria, I can't have you dragging a corpse everywhere you go."

Pale Hoof paused for a moment. Sitting at the table with Pinwheel's corpse wasn't very fun. When she was alive, ponies didn't run and scream when they saw him. They could go buy fudge at Sugarcube Corner or get ice cream together and, while ponies would stare, they wouldn't run. Pinwheel laughed and smiled with him when she was alive. Pale Hoof found he liked the sound of her laugh. She talked to him and said funny things too. When she was dead, she was quiet and unmoving. Other ponies seemed to like him better when Pinwheel was alive by his side. But if she was alive, she'd get old and die again in the blink of an eye. What point was there to bringing her back to life if she would just die soon anyway? "IT'S FINE. EVERYPONY WILL GET USED TO IT."

Celestia sighed again, shaking her head.

* * *

><p>The portal to Equestria opened just as the Ponyville Clock Tower struck midnight. Pinwheel appeared hundreds of feet above Sweet Apple Acres, floating precariously as blue clouds rolled by beneath her. "He-hey! We made it!" She grinned broadly, looking around. As soon as her eyes found the ground, though, Pinwheel began to plummet. Flailing and screaming, she descended rapidly toward the earth. Just before she hit, Thunderhead zoomed down and scooped her up under her forelegs.<p>

"Whoah there, little filly." Thunderhead laughed, gently setting her down on the grass. Pinwheel gasped, dropping onto her knees and kissing the ground. Thunderhead kept chuckling. Pinwheel glanced up at the colt. She could see the stars and clouds moving behind him, as though he were a pane of purple tinted glass.

"You're see-through!" She exclaimed, hopping to her feet. Thunderhead looked down at himself curiously.

"So I am."

Philomel descended to meet them, light as a summer breeze. She floated gently five feet above the ground. She, too, was transparent. Pinwheel could see the stars shining through her pale body. "We're intangible in this world, Pinwheel." She explained softly, "So that makes us see-through."

"And we can float too?" Pinwheel exclaimed, gaping up at Philomel as she hovered, "Why didn't you guys tell me this BEFORE we went through the portal? I was having a panic attack!"

"You fell because you thought you would fall." Thunderhead explained, "That's kinda how it works for spirits. Like, if you_ think_ that you can walk through walls, you can just go and stroll right through 'em without a care in the world. But if you think you _can't_, well, you'll just knock your head."

Pinwheel looked down at her hooves, frowning. Closing her eyes, she pictured herself floating. When she opened her eyes, her hooves were a few inches in the air. Before Pinwheel even had a chance to smile, she dropped heavily back to the earth. She sighed disappointedly. "That isn't as easy as it sounds."

Philomel drifted over to her and patted her reassuringly on the head. "It takes a while to get used to." She said, "I couldn't get it right away either."

Pinwheel shook her head and puffed out her chest. "It doesn't matter! I'll be back in my body soon anyway." Trotting along the grass, Pinwheel looked around, "Okay, so we're near Sweet Apple Acres. My house is just down the road. This shouldn't take long at all."

Philomel frowned. "Are you sure? It's been a few hours since you died."

Thunderhead nodded. "Yeah. And the boss hasn't revived you yet. Maybe somepony took your body."

"Well, the house is a good place to start either way!" Pinwheel declared. Following the road, they soon came to her small cottage. The screen door stood open, flapping noisily in the night wind. A trail of blood covered the front steps, leading through the garden and down the road. Pinwheel's heart sank. She dashed inside, running for the back bedroom. A large pool of blood, smeared my hoof prints, covered the floor where her body used to be. Swallowing hard, she looked out the window and followed the drying blood trail with her eyes. It led right down the dirt path to Ponyville. Thunderhead and Philomel followed her into the bedroom, grimacing at the puddles of blood, "He took it!" Pinwheel growled, baring her teeth, "Death took my body!"

"But where'd he take it?" Thunderhead asked. Curiously, he sniffed the pool of blood and gagged. Small clouds of flies drifted over the puddles.

"That stupid colt! He took it to Ponyville. I know he did! Oh Celestia, I hope nopony saw him. Ooooh, he's in SUCH trouble!" Pinwheel raved, tearing past Philomel and Thunderhead. She stormed along the bloody trailed, galloping as fast as she could toward Ponyville. Thunderhead and Philomel floated along in her wake.

"Think about it, Pinwheel! It's been hours and that blood didn't look fresh. Your body could be anywhere!" Thunderhead called from behind her. Pinwheel didn't slow down.

"Then we'll look for clues in the town! I'm not leaving without my body!" Pinwheel snarled. How could he? His skull face was enough to put anypony on edge. The small hauntings he caused made it even harder for others to accept him. Pinwheel told him these things over and over again. He should know by now not to do anything creepy around the other ponies. Yet he still dragged her body out of the house and took it to Ponyville, of all places! Did that stupid colt listen at all? There'd be a riot if everypony say him hauling a corpse around.

As they reached the town, Pinwheel came to a halt in the square. The square was deserted. Even so, Pinwheel could catch the sound of ponies talking from a nearby side street. Sharply turning down the street, she found herself near Sugarcube Corner. Mrs. Cake stood sobbing on the front step, her hooves covered her face. Mr. Cake stroked her lank mane with a hoof, whispering soothing words while other ponies gathered around. Slowing down, Pinwheel approached the scene. Stopping a few feet away, she glanced over her shoulder at Thunderhead and Philomel. "Can they see us?" She whispered.

Thunderhead shook his head. "Only if you get really close. Just concentrate real hard on being invisible and it shouldn't be a problem."

"Got it." Tentatively, Pinwheel approached the crowd. _I'm invisible. I'm invisible._ She repeated over and over again in her head. Shuffling past the other ponies, she crept closer to Mrs. Cake. The older mare looked as though she'd seen a ghost. Her face was deathly pale despite the tears streaming down her cheeks. A hard lump of guilt settled in the pit of Pinwheel's stomach. Judging by the blood all over the cobblestones, Pale Hoof had been by here.

Mrs. Cake wiped her eyes futilely. She opened her mouth to speak, but her words were choked by tears. "Oh, Carrot! I…was…_so_ scared! Why won't that awful skull pony leave us alone?" She gasped between sobs. Mr. Cake gently rubbed her back.

"There, there, dear. The Princess will teach him a lesson, I'm sure." Mr. Cake replied, nuzzling his wife. Mrs. Cake threw her forelegs around his neck, burying her face in his chest. Mr. Cake stroked her mane lovingly. He turned toward the other ponies gathered around, "Thanks for your concern, everyone. It's getting pretty late, so why don't you head home? Sugarcube Corner will be open as usual in the morning."

Pinwheel stood stock still as the other ponies departed. Mr. Cake helped his wife to her feet and led her inside, closing the door softly behind them. Turning, Pinwheel looked up at her floating spirit companions. The 'skull pony' could only be one colt. Even so, the mention of the Princess made Pinwheel's skin prickle with nervousness. Why was Celestia in Ponyville? What had Pale Hoof done that warranted a 'lesson'? Again, she glanced down toward the blood on the cobblestones. She suppressed a shudder. "Pale Hoof, you dummy…" She sighed.

"So…what? Do you have a lead?" Thunderhead asked after a few moments.

"Yeah. Princess Celestia took Death to Canterlot." Pinwheel answered, "I'll bet you anything that my body's there too. But we'd better hurry."

"Right!" With that, Thunderhead swooped down and plucked Pinwheel off the ground. Flying as fast as they could, the three zoomed off toward Canterlot.

* * *

><p>"How long will you be staying in Equestria?"<p>

"I DO NOT KNOW."

Pale Hoof and Celestia sat in the palace garden. The moon was bright and heavy overhead, free of the distinctive markings that signified Luna's imprisonment. Pinwheel's corpse lay at Pale Hoof's feet, surrounded by a halo of dead grass. The princess lowered her head, sighing deeply. Her shoulders rose and fell. "I've never claimed to understand you, Pale Hoof," She began, "But…I…for the safety of my ponies, I don't think I can let you stay. It's just too dangerous and…I don't feel you properly understand how mortal ponies work."

"THEY LIVE, REPRODUCE, AND DIE. WHAT IS THERE TO UNDERSTAND?"

"You've been with Pinwheel. Don't you see there's more to her than that?" Celestia tried. Pale Hoof simply stared at her, "If you don't see a difference between a live pony and a dead one, it's not safe to let you stay here. I'm sorry."

"I WANT TO STAY WITH PINWHEEL." Pale Hoof rose to his feet, "I WILL MIND THE LIVING PONIES AND I WILL NOT HURT THEM. IF PINWHEEL'S LIFE IS THE PRICE OF MY STAY, I WILL ACCEPT IT." Pale Hoof lowered his head, touching his nose to Pinwheel's mane. Celestia watched him curiously. Slowly, Pale Hoof opened his mouth and breathed softly on the corpse's hair. Nothing happened. Pale Hoof stepped back and waited. Pinwheel remained still.

"Nothing happened." Celestia concluded after a few moments, "Is something wrong?"

"SOMETHING IS INDEED WRONG." Pale Hoof replied. Dropping his head, he tried again. Still nothing, Pinwheel was as dead and motionless as the dried grass she sat on. "HER SOUL IS GONE. I CANNOT FIND IT."

"It's gone? But how could it be gone?"

"I DO NOT—"

A sudden stirring from the body interrupted them. Slowly, both Celestia and Pale Hoof turned toward the corpse. Weakly, the corpse began to rise. One hoof at a time, Pinwheel struggled to her feet. She slipped a few times, her fragile knees unable to support her, but finally managed to stand. Teeth grinding, she lifted her head. Red, raw wounds still dribbled on her chin and belly, leaking droplets of black blood onto the grass. When she opened her mouth to speak, part of her esophagus flopped out. It hit the grass with a wet '_fwap_'. Her small blue chest heaved with painful, rasping breaths. Her eyes pulsed with angry red veins. She took a few staggering steps toward the god ponies.

Celestia rose to her feet, turning sharply toward Pale Hoof. "Is this your doing?"

Pale Hoof shook his head. "NO."

The thing that was once Pinwheel doubled over and vomited blood. She let out a tiny pained cry, tears streaming down her cheeks. Pale Hoof and Celestia quickly backed away. "Pale Hoof…" The reanimated body rasped, voice thick and gravelly, "You big dummy!"


	10. Death and the Maiden

Philomel and Thunderhead exchanged glances. Pinwheel stood panting on the circle of dead grass, shedding blood and bits of skin everywhere. Her body was falling apart before their eyes. She staggered unsteadily toward Celestia and Death, her knees bending in unnatural ways as she tried to stay upright. "You…big dummy…" Pinwheel rasped. Breath whistled noisily in and out of her lungs, "Look what you did…"

Thunderhead closed his eyes in horror. "We messed up, Phil." He muttered. Philomel nodded, hiding her face with her hooves. The two spirit ponies retreated, watching from a safe distance. Nothing about Pinwheel looked right. Her movements were twitchy and uncertain, as if she didn't know if her joints would hold. Flies buzzed around Pinwheel's head. Dried blood matted her fur and mane. Neither Pale Hoof nor Celestia spoke. Celestia stared aghast at the abomination, her pink eyes wide, but Pale Hoof made no expression. Slowly, creakily, the bone pony turned toward the two spirits

"THIS…IS AN INSULT." He rumbled. Dark tendrils leapt from his mouth and dragged Philomel and Thunderhead from their hiding spot. The two spirit ponies squealed in fright, struggling to break free, but the dark energy held them in place. Gasping, Philomel looked down at herself. Bit by bit, the dark coils were burning off her invisibility. She looked as solid and colorful as she did when she was alive. The same was happening to Thunderhead. They both writhed in agony, "THIS IS THE LAST TIME I LEAVE YOU TWO IN CHARGE."

Celestia whirled around to see the two spirit ponies. "Who are these two?"

Pale Hoof closed his mouth, but the dark tendrils remained, curling themselves again and again around Philomel and Thunderhead. "A PAIR OF SPIRITS. I ASKED THEM TO MIND MY REALM WHILE I WAS OUT." He answered. Looking toward the shaking abomination that used to be Pinwheel, he let out a cold sigh, "IT APPEARS I MADE A MISTAKE."

Pinwheel, shaking and drooling blood, glanced toward the two spirits. "L-let them go…! They…they helped me!" She wheezed. Pale Hoof did nothing. Tottering on unstable legs, Pinwheel teetered right up to Pale Hoof, "Th-they did it because I asked them to!"

"LEAVE YOUR BODY RIGHT NOW." Pale Hoof ordered. Pinwheel snarled at him, "DO IT. THIS IS AN IMPROPER RESURRECTION. YOUR BODY IS TOO DAMAGED TO HOLD A SPIRIT. I MUST FIX IT."

Pinwheel spat blood on his hooves. "Wh-who cares…if it's pr-proper or not!" She gasped, "I-I have something I wa-wanna say! A-and you're gonna listen!"

"PINWHEEL. YOU NEED TO LEAVE YOUR BODY NOW." Pale Hoof repeated, "PLEASE."

"N-no! Not be-before I tell you what I-I think!" Pinwheel gurgled wetly, "An-and you better r-r-release my friends! They're th-the only re-reason I made it back at-at all!"

Letting out a low, rumbling growl, Pale Hoof opened his mouth and sucked the dark tendrils back inside. Philomel and Thunderhead gasped, their bodies fading back to translucency. Quivering, they stumbled to Pinwheel's side. "I'm so sorry." Philomel whispered, wrapping her intangible hooves around Pinwheel's trembling neck, "We thought that if you just jumped back in your body, it'd be fine…"

"FOALS. THAT ISN'T HOW RESURRECTION WORKS. ALL YOU'VE SUCCEEDED IN CREATING IS A ZOMBIE." Pale Hoof boomed. Philomel and Thunderhead both winced, their ears going down.

"You oughta listen to him…He knows a little bit more about this stuff than we do…" Thunderhead whispered, blushing guiltily and rubbing the back of his neck, "We messed up pretty bad, Pin. We didn't wanna make ya a zombie…"

"Z-zombie or not…I'm not going _an-anywhere_ until I s-say wh-what's on my mind!" Pinwheel wheezed. Waving the spirits away, she looked back up at Pale Hoof, her decaying face set in a mask of grim determination. The reaper pony gazed down at her blankly. Frowning, Philomel and Thunderhead retreated. Pinwheel jabbed a hoof at the reaper, "Now…l-look here, Mister Reaper…I've been pretty nice to you so far…"

"PINWHEEL, THIS IS NOT THE TIME."

"You be quiet! It's my turn to talk!" Pinwheel yelped with surprising energy. Her knees trembled with the force of her yelling, "I've been r-re-really nice to you! I d-didn't mind when you sh-showed up at my house in the m-middle of the night…or when y-you left a _h-huge_ pile of bones outside my bedroom window…or when you r-ruined my lawn...or any of that stuff! I…I even fought w-with my _b-best friend_ over you! I put up with the creepy th-things you cause and I was e-even getting used to your big, gross skull head! But _this_…THIS is _TOO FAR_, Mister Reaper!"

"PINWHEEL, I…"

"NO! Enough is ENOUGH!" Pinwheel shrieked, "You…KILLED ME and then…then you dragged my body all through town! You scared Mrs. Cake so bad that she started crying! And…and all that blood in the street! I know you killed somepony! You don't listen to me at all, do you? And now you're being mean to my friends, who helped me get back here! Well, listen to _this_, buster! If you wanna be MY coltfriend, you better SHAPE UP and quick!"

"COLTFRIEND?" Pale Hoof repeated, tilting his head curiously. Pinwheel let out a guttural roar and, with a hard swipe of her hoof, smacked him across the face. With a loud '_pop_', the skull flew off his neck and bounced on the grass at Celestia's feet. Smiling triumphantly, the zombie Pinwheel keeled over on the grass, dead. For several seconds, nopony moved. Celestia stared wide eyed down at the skull. Philomel and Thunderhead floated nearby with their mouths wide open.

Calmly, Pale Hoof walked over to his skull. Carefully, he picked it up between his hooves and affixed it back on the end of his neck. Skull firmly in place, he strolled over to Pinwheel's body and breathed into her mouth. Before everypony's eyes, the wounds on her chin and belly healed. Her blue eyes popped open and she let out a hearty gasp. Pale Hoof stepped back. Fully healed, Pinwheel scrambled to her feet. She blinked once, twice, then glared at Pale Hoof.

"And…and another thing!" She began, "I—"

"I AM SORRY." Pale Hoof apologized, lowering his head. He touched the grass near her hooves with his nose, "TO QUOTE THUNDERHEAD…I…'MESSED UP'."

Pinwheel's expression softened. She peered at him curiously for a moment before frowning again. "Uh…yeah. Yeah! You did. You messed up pretty bad!"

"I MESSED UP." Pale Hoof repeated, "AND I MADE YOU MAD. I DO NOT LIKE IT WHEN YOU ARE MAD."

Pinwheel struggled to keep frowning. "Yeah…well…" She muttered, averting her eyes, "That's…that's really not how you should treat a marefriend. Seriously."

"I KNOW. I REALIZE NOW, I HAVE MORE FUN WITH YOU WHEN YOU ARE ALIVE." Pale Hoof lifted his head just a little to meet her eyes, "WILL YOU FORGIVE ME?"

Pinwheel looked at her two spirit friends and then up at the Princess. Princess Celestia gazed inquiringly down at Pale Hoof, mouth slightly open as though she'd never heard such words before. Meeting Pinwheel's eyes, the princess nodded solemnly. Biting her bottom lip, Pinwheel looked back down at the reaper. "Oh...just stop it. I forgive you, all right?" She sighed, covering her face with her hoof, "But you better not pull a stunt like this ever again. At least not while I'm around."

"ON MY HONOR." Pale Hoof replied, straightening up. Pinwheel smiled pityingly at the tall grey pony, shaking her head.

"You big dumb colt. What would you do if I wasn't here to watch you?" She exhaled, "I'll just have to keep an eye on you next time, I guess."

"Actually, that's exactly what I was thinking." All four ponies turned toward Princess Celestia. The princess smiled gently down at Pale Hoof and Pinwheel. Still frozen in place, Thunderhead and Philomel gawked at each other, "Pinwheel, this is the first time I've ever seen Pale Hoof listen to anyone other than me. I am truly impressed. Would you do me the honor of watching over him during his stay in Equestria? I think he could learn a lot about mortal ponies from you."

"Princess, that's not a good idea!" Thunderhead interjected, "You saw what he—" Pale Hoof stared icily at him. The yawning darkness of the bone pony's eyes chilled Thunderhead to the core. Pale Hoof's jaw dropped open and wispy curls of darkness spilled out. Invisible monsters screamed in Thunderhead's ears. Quickly, the purple colt looked away, mouth firmly shut. Pale Hoof closed his jaw.

"I think the Princess knows a little bit better than we do, Thunder." Philomel whispered gently. Thunderhead grimaced, but nodded.

Pinwheel blinked thoughtfully, rubbing her chin with a hoof, "Well…the mayor already named me his ambassador anyway. I guess this just makes it official." She closed her eyes and took a deep breath, "I'll do it. But…he doesn't have to move in with me, does he?" Pinwheel gazed pleadingly at the Princess

Princess Celestia chuckled. "Only if you want him to. But I think it would be good if you kept him close. Sometimes when it comes to mortal ponies, Pale Hoof doesn't understand much. Living with a mortal pony might show him how to behave. It would be best if you let him stay with you for now. Pale Hoof, does this suit you?"

"YES. I WANT TO STAY WITH PINWHEEL." Pale Hoof answered.

Celestia beamed. "Then it's settled. With a pony like you watching out for him, Pinwheel, I'm no longer afraid Pale Hoof will hurt my citizens."

Pinwheel blushed deeply. "Hey, well…he's really not such a bad colt, really. I guess he can stay with me. I'll keep an eye on him, Princess." Nodding, Pinwheel broke into a smile, "And, now that I think about it, 'Death's Official Ambassador' does sound a heck of lot cooler than 'pinwheel maker'."

Celestia nodded. "That's what I like to hear. I trust him to you, then, Madame Ambassador."

Philomel and Thunderhead stared at each other, then at the three fleshy ponies before them. "So..." Thunderhead began, "does this mean we're still reapers?"

Pale Hoof stared at them. "DON'T PUSH YOUR LUCK."

* * *

><p>Pinwheel nudged open the door to the guest bedroom. Stepping aside, she turned toward Pale Hoof. "I know it isn't much…" She said, looking into the tiny bedroom. Inside stood a lone single pony sized bed (too small for the tall Pale Hoof) and a small dresser, "but there's not much space here to begin with. Princess wants you to live with me, so you'll just have to make do."<p>

Pale Hoof stepped into the small room, looking around. His head creaked noisily on his neck. "I CAN INDEED MAKE DO." His jaw squeaked open. Out from his mouth poured a whispering dark mist. Pinwheel skittered backward. The mist covered the bedroom floor, crawling hungrily along the walls and ceiling. Soon, every corner of the room was engulfed in darkness. Pinwheel heard a loud, booming _crack_, as though the entire bedroom wall was coming apart. When Pale Hoof closed his mouth, the mist dissipated. The guest bedroom was no longer a bedroom at all, but a dark void not unlike the one where spirits waited after they died. Pinwheel could faintly hear the wails of the dying emanating from the emptiness. Her mouth went dry. Pale Hoof took a few steps deeper into the new void, inhaling deeply, "THIS WILL SUIT ME JUST FINE."

"What…what did you do?" Pinwheel stammered, peering into the blackness. Tendrils of smoky darkness lapped at the hallway floors. They entwined themselves around her feet. Squeaking in disgust, Pinwheel stumbled away.

"THIS DOORWAY," Pale Hoof knocked the door frame with his hoof, "IS NOW A GATEWAY INTO MY REALM. THUS I MAY LIVE WITH YOU AND YOU WILL NOT HAVE TO WORRY ABOUT MY COMFORT."

Pinwheel blinked rapidly, "But…where's the bedroom?"

"GONE. SWALLOWED BY THE VOID."

"H-hey! I never said you could destroy my house! Give my furniture back, at least! Those were hoof carved antiques!" Pinwheel complained. As if on cue, Pale Hoof stepped aside and Pinwheel's furniture came rocketing out of the void. The blue pony quickly ducked. Her spare bed and small dresser smashed against the wall behind her, leaving a massive dent in the plaster. A deep, unpleasant rumble sounded in the abyss, like a groan of a monster who'd just spit up something nasty. Pinwheel's shoulders drooped as she looked at the smashed remains of her furniture, "Couldn't you have given it back a little more…gently?"

"MY APOLOGIES." Pale Hoof answered, stepping out into the hall. He climbed over the furniture wreckage and closed the bedroom door quietly behind him. Black mist seeped under the door. Evil whispers filled the air, even with the door closed. Pinwheel stared up at him hopelessly, sighing.

"Listen…Pale Hoof, I know Princess Celestia told me to look out for you, but…this is gonna be a little difficult. Don't you, you know, have a job to do?"

"I CAN SPEND MY TIME HOWEVER I CHOOSE. AND I CHOOSE TO SPEND IT HERE, WITH YOU." Pale Hoof answered, "BUT DO NOT THINK I AM SHIRKING MY DUTIES. THERE WILL BE DAYS WHEN I WILL NOT BE HERE AT ALL. THAT IS WHY I MADE THIS PORTAL." He knocked on the door with his hoof again, "IF YOU NEED ME, JUST KNOCK."

"That's not what I meant…I…." Pinwheel began, then quickly shut her mouth. She glanced down shamefacedly at the floor.

"WHAT?"

"Nevermind. It's too late for that now." Pinwheel sighed, "I just…I just want to know if I'm still going to be able to have a normal life with you living here. I mean, being your ambassador sounds really cool and all…but I really don't want anything weird to happen again. And…uh…I don't want you breaking all my stuff either." Pinwheel glanced sadly down at the wreckage of the guest bedroom littering the hallway.

Pale Hoof was silent for a moment. "IF YOU DO NOT WANT ME…" He began, voice quiet and head down, "YOU CAN TELL CELESTIA. I WILL NOT FORCE YOU TO BE MY AMBASSADOR. IF YOU WISH IT, I WILL LEAVE."

Pinwheel shook her head fiercely. "That's not what I meant at all, you silly colt! I don't want you to leave." She replied, "I'm a little mad at you, but, hey, someone's gotta show you how to behave around mortals and it might as well be me. So just can it. You're staying right here."

Pale Hoof nodded. "I AM GLAD. I…HAVE TROUBLE UNDERSTANDING WHAT IS AND IS NOT BAD TO MORTAL PONIES. BUT I DO NOT WANT TO MAKE YOU MAD, PINWHEEL. I WILL…TRY MY BEST NOT TO INTERFERE WITH YOUR LIFE TOO MUCH. AS LONG AS WE CAN STILL SPEND TIME TOGETHER." With a wave of his hoof, he magically cleared the furniture wreckage. Pinwheel's antique dresser and bed appeared fully repaired next to the doorway. Pinwheel beamed up at the reaper.

"Of course we can." Pinwheel grinned, "I'm not just your ambassador here. I'm your marefriend. Remember?"

"ARE YOU CERTAIN?" Pale Hoof asked, inclining his head toward her, "WE CAN'T EVEN KISS…"

"So what? We can still go on dates and have fun together. Kissing's not all the great anyway." Pinwheel replied encouragingly, stamping her hooves, "You and I are together now, whatever that means. I like you, even if you are a little creepy. And if I gotta teach anyone about manners, I'd rather it be you."

Pale Hoof ducked his head, hiding his face with a hoof. "YOU FLATTER ME…"

"Get used to it. That's what a marefriend does." Pinwheel grinned widely, "Wait right here." Pinwheel tromped over to the newly repaired bed and yanked the quilt off. With a toss of her head, she threw it over Pale Hoof's neck. He peered curiously at the brightly patterned quilt, head tilted. Still smiling, Pinwheel buried her face in the quilt, nuzzling her head against Pale Hoof's neck. Pale Hoof stumbled back in surprise.

"WHAT IS THIS?" He asked, gripping the quilt with his teeth and yanking it off, "THIS BLANKET IS NOT MAGIC. WHY DOES IT PROTECT YOU FROM MY TOUCH?"

"Remember at Pinkie's party when I grabbed your cloak? As long as I don't touch you directly, I'm safe. So there. We can at least cuddle." Pinwheel replied. She took the opposite corner of the blanket with her teeth and tossed it over Pale Hoof's head. He peered out from under the quilt. The brightly colored patches looked infinitely strange next to his grey fur and ancient yellow skull. Pinwheel giggled. Gently, careful not to lose his quilt hood, Pale Hoof walked over and nuzzled her head.

"I LIKE YOU, PINWHEEL."

Pinwheel colored. "Yeah…well…come help me move this furniture out of the hallway, you silly colt."

* * *

><p>-End Part 1-<p>

"Not So Scary"

Thanks for reading!


	11. You're Invited

"You said you wanted chocolate chip pancakes, right?" Pinwheel rooted around in the pantry for the pancake mix. She grabbed the box from the top shelf along with an unopened bag of chocolate chips and headed back into the kitchen. Pale Hoof sat at the kitchen table, wearing a fluffy pastel blue bathrobe. At the sight of him perched eagerly at the table, swathed in a floral print robe, Pinwheel couldn't help but giggle. She set the supplies down on the counter and turned to face him, still smiling, "I'll try my best not to burn them."

"IT DOES NOT MATTER IF IT IS BURNT." Pale Hoof answered, opening his mouth. His long black tongue flopped over the side, hanging over his teeth like a panting dog's, "I WANT TO TASTE YOUR COOKING."

"It's just pancake mix, not really 'my' cooking." She replied, tearing open the box with her teeth, "There's kind of a reason I don't have a chef's hat for a cutie mark."

"COOKING IS COOKING." Pale Hoof replied. Pinwheel chuckled again, shaking her head as she pulled the mixing bowl out of the cupboard and dumped the powdered mix into the bowl, "IF YOU MADE IT, I WANT TO TRY IT."

"You're a really sweet colt when you want to be." Pinwheel answered, smiling over her shoulder at him. Pale Hoof started to respond when they heard a hollow knocking on the screen door. Poking her head out into the hall, Pinwheel saw the vague silhouette of a blue-grey pegasus standing at the door. She grinned apologetically at Pale Hoof, "I'll be right back."

The wall-eyed mail mare said nothing, simply pulling an envelope out of her saddlebags and handing it off to Pinwheel with a big, silly grin. Pinwheel smiled back, waving to the mare as she took off to continue her delivery route. The stationery reeked of heady perfumes – the heavy floral smell was enough to make Pinwheel's head swim. Pale Hoof watched her from the kitchen door as she walked back. On the envelope, printed in metallic gold, was a stylized alicorn with wings at full spread. Pinwheel set the envelope down on the table. Glancing up at Pale Hoof, Pinwheel nodded toward the letter. "Would you like to do the honors?"

Pale Hoof magically lifted the envelope and ripped it open in mid air. Two shiny golden tickets dropped to the kitchen floor. Pinwheel looked up at Pale Hoof, then down at the tickets. Slowly, she bent her neck and clenched the tickets in her teeth. Gently, she set them down on the table. "…These are tickets to the Grand Galloping Gala." She muttered, blinking at the shiny gold paper, "Who would send us Gala tickets?"

Pale Hoof set the envelope down on the table. A short letter peeked out from the envelope. Magically, he peeled back the envelope and unfolded the letter. Setting the letter down on the table, he nudged the paper over to Pinwheel. "I BELIEVE THIS WILL EXPLAIN."

Pinwheel craned her neck to see the text. "'Dear Pinwheel and Pale Hoof,'" She began reading, "'I hope you're doing well.' Yadda yadda…'It's been a few weeks since the incident. I hope things have calmed down'…'Enclosed are two tickets to the Grand Galloping Gala. I feel it will be a good learning experience for Pale Hoof.' What?"

"IT APPEARS TO BE SOME KIND OF TEST." Pale Hoof answered, "CELESTIA WANTS TO MAKE SURE I CAN BEHAVE WELL."

Pinwheel scanned the letter again, then looked down at the tickets. There on the front of the tickets, in looping elegant text, was the date, location, and time of the Gala. "…Thank goodness, this isn't until next spring." Letting out a sigh, Pinwheel turned to look up at Pale Hoof, "We have a few months. We're lucky Celestia sent out the invites so early. Geez…we'll have to find some way to get to Canterlot as well. I guess we'll have to stay the night. Oh, and nice clothes too. Those are a must."

"WE NEVER WEAR CLOTHES."

"Says the colt in the fuzzy blue bathrobe." Pinwheel smirked.

"THIS IS _YOUR_ BATHROBE, YOU KNOW."

Pinwheel grinned. "I know, I know. But, anyway, the Gala is the fanciest party in Equestria. We really have to look the part." Tacking a step back, Pinwheel looked Pale Hoof up and down. He stood almost a foot taller than her. For a moment, she flashed back to the night she revived herself in the Canterlot Palace Garden. Pale Hoof was nearly as tall as Princess Celestia. Nopony was _that_ tall, "I don't know where we'd find a tuxedo in your size. And it's going to be hard for a tailor to make you one if she can't touch you. I'll need a dress too…"

Pinwheel's eyes flickered toward the tickets. Every year, the Manehattan Times published a huge, full color section about the Grand Galloping Gala, complete with stunning photos of mares in expensive gowns and colts in top hats. The best ball in Equestria, they said. All the high class ponies attended. Pinwheel glanced down at herself. Ponyville ponies rarely, if ever, wore clothes. Dressing up was something for city ponies, not quiet country fillies like them. Pinwheel hardly ever looked in her closet. She didn't even own a _normal_ dress, let alone one befitting a noblemare. The thought of buying one of those gowns made her cringe. Sparkles, gems, rustling silks – a full gala ensemble could be _thousands_ of bits.

Pale Hoof peered into her face. "WHAT IS WRONG?"

Pinwheel chewed her bottom lip. "It's just…" She paused, struggling to find the words, "I haven't sold a pinwheel in weeks. Where am I supposed to get the money for this?" Tallying the expenses in her head, a knot of stress formed in the pit of Pinwheel's stomach. Overnight accommodations in Canterlot, clothes, travel expenses – just getting a hotel room in the capital would drain half a year's salary. Pinwheel's skin began to prickle. The whole situation with Pale Hoof had eaten her attention. She hadn't made or sold a single pinwheel since she first died.

"I COULD—" Pale Hoof began, but Pinwheel cut him off.

"Don't worry, don't worry! I'll figure something out." Pinwheel reassured him, giving a big fake smile. Inside, her guts were roiling. At most, pinwheels sold for one or two bits. It would take a mountain of pinwheels to pay for their gala expenses, "Maybe…maybe we can go see Rarity again. She makes really lovely dresses. Maybe she can give us some kind of gala discount."

"PINWHEEL, IF YOU NEED MONEY—" Pale Hoof started, but Pinwheel was already half way out the door, leaving the pancake batter abandoned in the mixing bowl. Gazing at the fleeing blue mare, Pale Hoof let out a deep, chilly sigh.

* * *

><p>They could hear the shouting all the way up the road from Carousel Boutique.<p>

"What do you MEAN, 'twenty percent cooler'? That is the VAGUEST suggestion I have EVER received on a garment!" Rarity's voice shrieked through the boutique door. Pinwheel hesitated outside on the step, one hoof raised to knock. She glanced up at Pale Hoof, chewing her bottom lip. The tall grey colt nodded. Closing her eyes and bracing for more shouting, Pinwheel knocked on the door, "The least you can do is be specific, Rainbow Dash! Oh—" The shouting paused. Moments later, Rarity, her usually perfectly styled mane falling crimped and lank, opened the door. Her work glasses, a pair of red cat's eye frames, balanced precariously on her nose. "Oh. Oh my. Hello, Pinwheel. I…hope you didn't hear any of that just now…"

Pinwheel tried to smile, "Uh…we just came by to see if you could help us, Rarity. But if you're busy…" Just behind Rarity in the studio, Pinwheel could see Rainbow Dash leaning casually against a countertop, eyeing a dress form critically. Rainbow fabric lay draped over the mannequin, stitched haphazardly. Rarity glanced surreptitiously back toward Dash, then forced a grin.

"No, no. Please! Come in." Stepping aside, Rarity gestured for them to enter. Pinwheel stepped inside, followed silently by Pale Hoof, "I'm a bit…ah…busy…but I'll try to help any way I can." Rolls of fabric lay strewn all across the studio. Needles, scissors, and colored spools of thread sat piled on the countertops. Rainbow Dash examined Pale Hoof with sleepy, half-lidded eyes.

"You're that creepy pony that killed Fluttershy's turtle, right?" She asked, "I heard the Princess caught you dragging a body or something through town."

"Uh, we got that sorted out." Pinwheel smiled awkwardly, "He's not a bad colt, really."

"Sure, okay." Rainbow Dash shrugged her shoulders. With a sudden light in her face, she turned back toward Rarity, "Hey! I just got the best idea! How about, like, armor? With a cool cape? That would look so awesome!"

Rarity gawked, "Rainbow Dash, what kind of fashion designer do you think I am? I don't know anything about blacksmithing!"

Pinwheel rubbed the back of her neck, "Uh…maybe we should come back later."

Rarity forced another smile, "No…I must apologize. You caught me at a bit of a trying time." The white unicorn let out a deep sigh, frowning over at Rainbow Dash, "Rainbow Dash, would you mind letting me chat with Miss Pinwheel for a moment?"

"Yeah, okay." Dash answered, straightening up, "Just remember what I said. Armor. And make it, you know, cool." With that, the sky blue pegasus sidled past Pale Hoof and slipped out the door. Rarity let out a long sigh. Magically, she lifted her glasses off her nose and set them aside. Looking over at the mess of rainbow fabric on the dress form, Rarity let out a pitiful whine and slammed her head down on the counter.

Pinwheel grimaced, "Are you all right?"

Lifting her head, Rarity gazed desperately at Pinwheel. "You have…NO idea. I love my friends dearly, but…I'm just not certain I can make these dresses the way they want! They look, " She peered at the rainbow mess and suppressed a shudder, "just AWFUL."

"IF YOU CANNOT MANAGE IT, STOP." Pale Hoof advised. Pinwheel shushed him.

"I'm sure they'll turn out fine, Rarity. They just look funny right now because you haven't finished them." Pinwheel reassured, walking over and touching Rarity's shoulder with a hoof, "What are these dresses for, anyway?"

Rarity leaned heavily against the counter, massaging her face with a hoof, "Princess Celestia sent Twilight tickets to the Grand Galloping Gala. Not a single one of my friends had a decent dress! I just _had_ to step in." Closing her eyes in horror, Rarity rested her chin on the counter, "I made these lovely designs for them a few days ago, but my friends _hated_ them. I've never felt so ashamed. So now I have to make five NEW dresses with THEIR designs."

"Uh…Pale Hoof and I recently got tickets to the Gala as well." Pinwheel added. Rarity's head jerked up, "I was hoping you could make some outfits for us, but…I can see you're too busy right now. I don't really have money for a nice dress anyway."

Rarity glanced back at the dress forms, then up at Pale Hoof. Pinwheel winced. None of the dress forms sitting in the back matched Pale Hoof's size and shape. "I would love to help you, Pinwheel. But…I simply can't right now." She lowered her head, eyes closing, "My workload right now is just…too big to fit in two more outfits."

Pinwheel frowned, but nodded. "I understand."

"But…the gala isn't for several months. Maybe if I'm not laughed out of fashion forever, I could design something for you. And don't worry about money. Just give me what you can and I'll work around it." Magically opening a nearby drawer, Rarity pulled out a quill and a notepad. At the top, in delicate looping cursive, she scrawled 'Waitlist'. Levitating the quill and paper over to Pinwheel, Rarity continued, "Just put your names down so I don't forget. Once this mess with my friends is over, maybe I'll have the time to design something for you."

Pinwheel gripped the quill with her teeth and jotted down her name and Pale Hoof's. "We're really grateful." Nodding, Pinwheel smiled at Rarity, "And don't worry too much about your friends. I'm sure the dresses will turn out all right."

Rarity covered her face with a hoof. "Oh…I hope so. I truly hope so."

"We'll get out of your mane now." Pinwheel kept smiling, but inside she felt an unbearable heaviness growing in her chest. Motioning for Pale Hoof to follow her, Pinwheel stepped outside. Once they were out in the open, Pinwheel's head dropped, her mane falling in front of her face, "Well…I have no idea what we can do now." She sighed, frowning up at Pale Hoof.

"PINWHEEL, MONEY IS NOT AN OBSTACLE. I CAN—" Pale Hoof began, but Pinwheel quickly cut him off.

"What do you mean, it's not an obstacle? Of course it is! I definitely can't afford to pay one of those super fancy designers in Canterlot. Geez…" Pinwheel closed her eyes, grimacing, "I guess we'll have to tell Celestia we can't come."

"PINWHEEL, I KNOW WHERE—"

"I mean, gosh! I know the Princesses are rich and all, but don't they understand us little ponies down here don't have all those bits? We can't just throw money around!" Pinwheel ranted, not paying a lick of attention to Pale Hoof. She paced frantically back and forth in front of the boutique, "It's unrealistic! There's a reason only rich city ponies can go to these things! I mean, how can Celestia expect us to come to the Gala if we don't have any money?"

"_**PINWHEEL!**_" Pale Hoof shouted, his voice suddenly deafeningly loud. Pinwheel froze in her tracks. The sheer volume of his voice was enough to shake the ground and rattle the windows of Carousel Boutique. White frost iced the grass and Pinwheel's mane. The little blue mare stood shivering, her pupils huge. Pale Hoof closed his mouth, "LISTEN TO ME. I KNOW WHERE WE CAN GET SOME MONEY. IT IS NOT A PROBLEM."

Pinwheel blinked, shaking the ice crystals off her mane. "It's…not?"

"NO. LET ME SHOW YOU. I THINK YOU WILL BE IMPRESSED." With a toss of his neck, Pale Hoof motioned for Pinwheel to follow him. He led her away from Ponyville toward the dark entrance of the Everfree forest. Spindly trees beckoned them like the knotted fingers of corpses. Pausing at the border between Everfree and Equestria, Pale Hoof took a deep breath. His scythe, the thorny branch and blade, materialized before him, levitating a few feet above the ground. It shed darkness. Coils of shadow spilled off the hilt like smoke. Gripping the scythe in his teeth, Pale Hoof gave a mighty swing. Reality tore open like a burst paper bag. A massive spirit materialized from the gash, covering the grounds of Everfree like a fine white mist. Slowly, the spirit began to take shape. Pinwheel swallowed hard. Before them floated the spirit of a dragon, massive and serpentine. The spectral dragon lifted its head, blinking slowly.

"Hey there, Death." The dragon groaned, stretching as though she'd just woken from a long nap, "Can I help you with something?"

"HELLO, ALICE." Pale Hoof replied. Pinwheel fell back on her rump, gawking at the giant spirit, "PINWHEEL REQUIRES MONEY. WILL YOU LEAD US TO YOUR TREASURE HOARD?"

The dragon thought for a moment, scratching her chin with a long talon. "It's been…what? A hundred years since I died? I'm not sure if my hoard is still there. Another dragon might have taken it by now."

"THE WEALTH OF YOUR TREASURE RESONATES IN THE VOID. NO ONE HAS TAKEN IT. NOT YET." Pale Hoof answered. The Dragon raised a scaly eyebrow. She sat before them like a massive sparkling sphinx. Pinwheel couldn't find the will to speak. She sat stunned on her rump. Twilight's friend dragon wasn't even a fiftieth of the spirit's size. If that little purple dragon grew into a monster of this size, Twilight would have a hard time keeping him safely in Ponyville. Pinwheel's eyes flickered up to Pale Hoof and back to the dragon.

"You…you r-reap dragon souls too?" Pinwheel finally stuttered. Pale Hoof turned his head creakily toward her.

"YES, BUT IT IS DIFFICULT. THEY OFTEN PUT UP A FIGHT." He explained before turning back to the gleaming spectral dragon, "YOUR HOARD. SHOW US."

"No need to be so bossy, Death." The dragon sighed, rising to her feet. She was a mountain of translucent scales. Her long, serpentine neck was taller than the spires of Canterlot. Slowly, her movements heavy and labored, the dragon turned and began walking into the forest. Trees and stones passed soundlessly through her intangible body. Pinwheel stared wide eyed at the incredible creature. She glanced sidelong at Pale Hoof.

"Did…did SHE put up a fight?" Pinwheel whispered.

"NO. ALICE WAS MANY THOUSANDS OF YEARS OLD. SHE HAS BIRTHED MANY CHILDREN TO CARRY ON HER LEGACY. SHE ACCEPTED DEATH WILLINGLY." Pale Hoof explained. Pinwheel shivered. The dragon could crush a normal sized pony with a single swipe of her talon. Pale Hoof wasn't exactly a normal pony, but even he barely reached the dragon's ankle.

After some walking, they paused outside a yawning cavern. "Be careful. I don't know what lives in there now." The dragon inhaled deeply, "But I can still smell my precious gems…"

"I AM DEATH. I DO NOT NEED TO BE CAREFUL." Pale Hoof announced, "THANK YOU FOR YOUR HELP, ALICE."

"Any time, Death." The dragon answered gently. Pale Hoof nodded. With another swing of his scythe, the dragon vanished. Pinwheel looked into the mossy maw of the cavern. The insides were entirely black, as if someone had taken a black crayon and scribbled all over it. Strange, quiet sounds echoed from the depth. A chilly breeze stole out of the cavern and rustled Pinwheel's mane. Goosebumps prickled her hide.

"Do…do you think something's alive in there?" Pinwheel whispered.

"IF THERE IS," Pale Hoof began, gripping his scythe hard in his teeth, "IT WON'T BE ALIVE FOR LONG." Fearlessly, Pale Hoof ventured into the darkness. Pinwheel trailed after him, jumping at the slightest sound. The cave was filled with tiny noises – water dripping, rats squeaking, rocks falling. Pinwheel stuck close to Pale Hoof's side, trying not to squeal when some invisible creature brushed up against her hooves. In the darkness of the cave, the blade of Pale Hoof's scythe gave off a cold ambient light. Pinwheel could just make out the shadows of rocks passing beneath their hooves.

All of a sudden, something shiny caught Pinwheel's eye. It reflected the glow of Pale Hoof's scythe. Eyes widening, she hurried over to it. A ruby, red as new blood and the size of an orange, lay gleaming on the cavern floor. Pinwheel picked it up with her teeth and darted back over to Pale Hoof, setting the gem down at his feet. "Look, we must be close! I've never seen a ruby this big in my life!"

"THERE WILL BE MUCH MORE TO COME." Pale Hoof answered coolly. Pinwheel snatched the massive ruby up and dropped it in her saddlebags. Gems, all twinkling vaguely in the darkness, appeared by the tens. Pinwheel snapped them up one by one, loading them into her saddlebags. In the midst of collecting the gems, Pinwheel forgot the soft sounds of breathing coming from deeper in the cave. A mass of lights sparkled from the back of the cavern. A smile bloomed on Pinwheel's face.

"That must be the treasure hoard!" She exclaimed, scurrying forward toward the lights. Just as she was about to reach the lights, though, she ran face first into a wall of fur, "Wha…?" Pinwheel coughed, spitting out a mouthful of fur. Blinking in the shadows, she felt the furry mass with her hooves. "What the heck is this?"

Pale Hoof's legs went rigid. "PINWHEEL. STEP BACK."

Pinwheel blinked. "But…"

"STEP. BACK." Pale Hoof ordered. Just as Pinwheel started to move away, the furry mountain let out a groan and began to rise. Huge yellow eyes flicked open, glowing like miniature suns. Pinwheel swallowed hard. Nearly tripping over her hooves, she scurried back behind Pale Hoof. He knocked the butt of his scythe on the ground and an icy green light flooded the cavern. Before them snarled a massive furry bear, bigger even than the dragon. Tiny lights like stars twinkled in its deep purple fur. Pinwheel's knees locked. Pale Hoof bit his scythe so hard he left teeth marks in the wood. Slowly, the ursa major lumbered about to face them. Opening its city sized maw, it let out a roar load enough to shake the cave. Massive globs of spittle flew from its mouth, dousing Pinwheel and Pale Hoof in a thin layer of saliva, "PINWHEEL. RUN."

Clumsily, Pinwheel stumbled back. Scrambling to her feet, she turned and sprinted. The ursa roared again. Clods of dirt and rock rained down from the ceiling. Pinwheel glanced hastily over her shoulder. Pale Hoof stood alone in front of the ursa, scythe in his teeth. The great star bear lifted a massive paw to swipe at Pale Hoof, but Pale Hoof was already gone. He moved so fast that Pinwheel couldn't even see him. In the cramped cavern, the ursa struggled to move, throwing its head back and forth to see where Pale Hoof went. All of a sudden, the Reaper reappeared, hovering like a ghost just above the ursa's massive purple head. Slowing, Pinwheel paused to look. With a long, arching sweep of his scythe, Pale Hoof cut through the ursa's thick, furry neck. Blood washed the walls of the cavern, spraying out like jets of lava. It steamed where it hit the rocks. Pinwheel ducked quickly behind a nearby boulder. Letting out a final roar, the ursa fell heavily on the cave floor. Everything shook. Then, silence.

Pinwheel took a deep breath. The whole cave reeked of blood. Her eyes watered and her glasses fogged. "Oh Celestia!" She gasped, wiping her eyes. Awash in red, Pale Hoof strode casually from behind the rock, his scythe dematerializing as he came closer.

"THE URSA WAS SLEEPING ON THE TREASURE." He confirmed, blood dripping off his chin, "I GOT RID OF IT FOR YOU."

Pinwheel stared open mouthed at him. "You cut its head off."

"I KILLED IT FOR YOU."

"Could you have just…used your magic to move it?"

Pale Hoof glanced down at himself, colored red with Ursa blood. "THIS WAY WAS QUICKER." He answered, "THE TREASURE IS YOURS FOR THE TAKING NOW. YOU WILL NEVER HAVE TO WORRY ABOUT MONEY AGAIN."

Pinwheel peeked around the edge of the boulder and quickly looked away, face going pale. "I…I don't want it anymore."

"SUIT YOURSELF."

Pinwheel, still grimacing, nudged her saddlebags. "I already got some gems anyway. Let's…just go home."


	12. Divas and Dresses

"Rarity? Rarity!" Pinwheel knocked hard on the boutique door and waited. Still no answer. Heavy with pointy diamonds, her saddlebags cut deep into her sides. Just the weight of the gems made Pinwheel's back twinge. Sighing, Pinwheel gripped the door handle in her teeth and gave a forceful tug. The door rattled in its frame, but didn't budge. Scowling, Pinwheel set down the saddlebag and darted to the side of the building. Heavy purple curtains blocked the windows. Gritting her teeth, Pinwheel rapped her hoof against the glass. No movement answered her – no shift in the curtain, no shadow across the glass. Pinwheel let out a groan of defeat, "Looks like she's not answering." Pinwheel walked back to the door, where Pale Hoof waited. There was no 'open' or 'closed' sign in the front window, just a locked door and drawn curtains.

"THE SHOP IS CLOSED." Pale Hoof answered coolly. He'd washed off the blood from the ursa, but his grey fur and skull still carried a tinge of crimson. Pinwheel sighed. Last night, when she'd told him to wash himself off, he'd nearly flooded the bathroom trying to get the blood out. Some crusty bits of red still clung to his belly and neck.

"It's noon on a weekday. What kind of shop closes at noon on a weekday?" Pinwheel complained, dropping her head.

"RARITY SAID SHE WAS BUSY. PERHAPS SHE IS TAKING TIME TO COMPLETE HER WORK."

Pinwheel turned faintly pink. "Yeah…I guess that makes sense." She sighed, "I shouldn't be getting annoyed with her."

"WE WILL GIVE HER THE GEMS TOMORROW." Pale Hoof bent and scooped up the saddlebags with his teeth. He draped the bag over his back and turned toward Pinwheel. With a sweep of his hoof, he gestured toward the road. Just as they began walking home, Twilight rounded the corner. Upon seeing Pinwheel and Pale Hoof, she paused.

"Are you two here to see Rarity?" Twilight asked, approaching them. Pinwheel glanced back at the boutique, then nodded, "She's been locked in there for days. We keep trying to get her to come out, but she won't even answer the door."

Pinwheel tilted her head. "But why?"

Twilight frowned at them, blinking in confusion. Then, suddenly, her face opened with realization. "Oh, you two weren't at the fashion show last week, were you?" At the mention of the fashion show, Twilight lowered her ears and scrunched up her nose, "Er…now that I think of it, that's probably a good thing. It…didn't really go so well."

Pinwheel glanced up at Pale Hoof, then back at Twilight. "What do you mean?" Pinwheel occasionally liked to glance in the windows of Carousel Boutique. Rarity changed the displays every so often. Opulent gowns of purple silk, pearls with white chiffon…Rarity's dresses caught the light and drew the viewer. How could one of Rarity's fashion shows go wrong?

Twilight's cheeks darkened. "Well…uh…." The purple mare shifted uncomfortably from hoof to hoof, "You see…we kind of…well…"

Pinwheel stared at Twilight. "Is this about those dresses Rarity was making for you guys?"

Twilight started. "She told you about that?"

"Yeah. Rainbow Dash wanted armor."

Twilight grinned nervously. "Yeah…Those dresses didn't turn out so well." Twilight gazed down at her hooves, frowning deeply, "We ended up embarrassing Rarity in front of a big fashion critic. She locked herself in the boutique and now she won't even talk to us."

"FOALS."

Pinwheel knocked Pale Hoof's saddlebags with her hoof. "Don't be so mean." She growled at him. Pale Hoof remained still.

"No…the thing is, we WERE foals." Twilight's shoulders drooped, "We should have listened to Rarity from the start, but…we were just so caught up in having our own way. We ended up really hurting her." Taking a deep breath, Twilight lifted her head and gazed at Pinwheel and Pale Hoof. Before she could open her mouth to speak, her eyes darted down to the saddlebags resting against Pale Hoof's side, "Oh, watch out!" Pinwheel turned just in time to see the threads along the bottom of the bag straining and snapping. Gems spilled out in a glistening rainbow, clattering noisily on the cobblestone road. Pale Hoof, as still as a statue, turned slowly to look at the pile.

"OOPS."

"Oh, geez. I guess I'll have to get new saddlebags." Pinwheel bent down, nudging the gems into a pile. Twilight gawked down at the treasure.

"Where…where did you get all those?"

Pinwheel's eyes jumped between the gem pile and Twilight's face. Her pupils were huge and her mouth hung open like a door with a broken hinge. "Uh…Pale Hoof helped me find them. They were in an old dragon cave." Pinwheel admitted, "I don't have the bits to pay for a Gala dress, so I thought maybe these gems would work as payment…"

Twilight peered down at the gems, sifting through them with her telekinesis. "Pink…Purple…Blue! These are perfect, Pinwheel!" Twilight exclaimed, rearing joyfully. Pinwheel stared.

"Perfect for what?"

"Get the gems and come with me! Hurry!" Twilight didn't even pause to let them pick up the gems. Watching the purple unicorn rocket off, Pinwheel glanced up at Pale hoof. Enveloping the jewels in a dark aura, Pale Hoof lifted them off the ground and stuffed them in the other unbroken bag. The satchel sagged like an unbalanced scale. Nodding to Pinwheel, Pale Hoof started after Twilight. Pinwheel dashed alongside him.

Twilight dodged through the buildings and side streets, making a beeline for the edge of town. She came to a hard stop just outside the town limit. Pinwheel slammed into her, knocking them both to the ground. "Oooof!" Pinwheel grunted, climbing off of Twilight. The unicorn brushed herself off and fluffed her mane. Pale Hoof strode coolly up beside them.

Twilight turned abruptly. "You can't tell Rarity about this, all right? It's a surprise."

Pinwheel frowned. "Twilight, I don't really get what's going on." She answered, hoof uncertainly scraping the dirt, "Why the heck would you take off running like that?"

Twilight grinned. "You'll see. Come on."

Pinwheel looked up. Sunlight filtered delicately through the leaves, coloring the ground with dappled shadows. Birdsong mixed with the burbling of a small brook. Nestled at the heart of the grove was a house covered in greenery. Grass blanketed the rooftops and birdhouses perched on the gables. Clouds of rabbits, grey, brown, and white, hopped around in the flowers surrounding the cottage. Swallowing hard, Pinwheel looked toward Pale Hoof. "Don't step on anything, all right?" She whispered hoarsely. Pale Hoof simply stared.

Twilight hurried along the swept dirt path up to the cottage. Lifting a hoof, she rapped on the front door. The top half of the horse door swung open. Fluttershy peeked cautiously over the edge, a white rabbit balanced on her head. "Did…did Rarity come with you?" She asked in a small voice. Frowning, Twilight shook her head.

"No. She still won't open her door." Twilight sighed, then nodded toward Pinwheel and Pale Hoof, "But these two found something I think will help!"

Fluttershy peeked up at Pale Hoof and let out a squeak of fear. "Oh…Oh no…! It's that scary pony, Twilight…" She whimpered, hiding her face behind her long pink mane, "He's…he's not going to hurt any of my animal friends…is he?"

Before Pinwheel even had a chance to defend him, Pale Hoof sauntered up to the door. He loomed darkly over Fluttershy, casting a long shadow across the half door. Fluttershy let out a high pitched whine, gazing up at him with huge, trembling eyes. "LITTLE PEGASUS." Pale Hoof boomed. Frost crawled across the windows of the cottage. Pinwheel could see white puffs rising from Fluttershy's mouth, "I VIOLATED THE PRIMEVAL LAWS OF NATURE TO BRING BACK YOUR TURTLE. DOES THIS NOT PROVE I AM YOUR FRIEND?"

Fluttershy's lip quivered. "I…I don't…I mean…" Tears glossed over her teal eyes.

Pinwheel sprinted to the door, squeezing past Twilight and Pale Hoof. "I'm sorry! Don't be scared! He isn't trying to frighten you, this is just how he is naturally!" Pinwheel explained frantically, gesturing wildly at Pale Hoof with her hoof, "If you want him to stay outside, that's okay too!"

"Hey, Fluttershy! Did you notice all the frost on your windows? Pretty neat, huh?" Another voice sounded from inside the cottage. Pinwheel, Pale Hoof, Fluttershy, and Twilight all turned toward the staircase. Pinkie Pie bounced down the stairs, looking excitedly at the frosted windows. Giggling, she began drawing stick ponies in the ice. Glancing toward the door, she grinned widely at Pale Hoof, "Oh! I shoulda known it was you, Mister Spookypants! It's way too warm for frost!" Skipping over, she sidled past Fluttershy and pulled the bottom half of the door open. "Come on in!"

"Pinkie Pie…no!" Fluttershy whispered. Pinkie giggled.

"Oh, stop being such a silly filly! Mister Spookypants is a-okay!" Pinkie beckoned them inside with the hoof. Ducking his head, Pale Hoof strolled through the doorway. All around, lights flickered and went out, leaving the tiny cottage in a cold half-light. Deep shadows squirmed in the corners. Fluttershy shrieked and covered her head with her hooves.

"I'd better get some candles." Twilight said, glancing around the darkened foyer. Slowly, she picked her way toward the kitchen, "I guess Applejack and Rainbow Dash are upstairs?"

"Yeah!" Pinkie hopped up next to Pale Hoof, "Are you gonna help us with the dress, Mister Spookypants?"

Pinwheel grinned uncomfortably, "His name's Pale Hoof and…uh…what dress?"

Twilight returned, a candle levitating next to her head, "Come upstairs, I'll show you." Leading them up the low wooden staircase, Twilight ushered them into a small room. There, surrounded by rolls of fabric and boxes filled with needles, pins, and thread, was a mannequin swathed in fuchsia and purple. Ruffles cascaded over the mannequin's rump, falling in sumptuous pools on the dusty wood floor. Rainbow Dash stood to the side with Applejack, eyeing the dress critically.

"I'm telling you, AJ, it would look WAY better without those silly ruffles. _Streamlined_, ya know?" Dash struck a heroic pose. Applejack simply shook her head.

"Ya'll be quiet now, Dash. Ya'll dunno nothin' 'bout fashion." Applejack criticized, stepping around to the other side of the dress, "Ah think it needs more green mahself."

"Green? You don't know anything about what looks cool!" Dash growled.

"Girls…" Twilight set her candle down on the windowsill, "This is _Rarity's_dress, not yours. We're following _her_ plans this time."

Rainbow Dash and Applejack wilted simultaneously, their ears dropping. "Right…" Dash muttered.

Twilight turned to face Pinwheel and Pale Hoof. "Rarity was so busy making dresses for _us_ that she forgot to finish her own. So…as an apology gift, we decided to work together to make her dream dress." Glancing down, Twilight levitated a small piece of paper over to Pinwheel. Though the sketchy lines were hard to make out in the dark, the pencil drawing matched the dress on the mannequin. Rarity's name stood in slanted cursive at the bottom of the sketch. Twilight set the sketch aside, "The only problem is…the dress design calls for a lot of gems and we didn't know where to get them."

Pinwheel glanced at the saddlebag hanging from Pale Hoof's side. "So you need our gems to finish the gown."

Twilight nodded. "Right. We can pay you, if you like. I just need a few for the accessories and the embroidery." She replied, "You can charge whatever you want. The princess gives me a big allowance, so I can pay."

Pinwheel blinked. "Uh…no. It's okay. We have plenty, so just take what you need." Making sure not to touch Pale Hoof, Pinwheel carefully removed the saddlebag and tossed it at Twilight's feet. Gems of every color scattered on the wood floor. Twilight lifted a handful magically in the air.

"Thank you, Pinwheel. I really appreciate this. I know these gems must be really rare." Turning toward the dress, Twilight began placing the gems. A few she slipped into slots on the crown. Others she set on the fabric, "I can't believe you actually found a dragon's nest."

"Wait a second here," Applejack interjected, "Ya'll stole from a livin' dragon?"

Pinwheel blushed. "N-no! No. There wasn't a dragon living there anymore." She grinned awkwardly, "Though…we did find an ursa in there. Chuckles here took care of it, though."

"MY NAME IS PALE HOOF."

Pinwheel covered her face with her hoof. Twilight, however, gawked. "You killed an ursa? Really?"

"I BEHEADED IT WITH MY SCYTHE. ITS BLOOD WASHED THE WALLS OF THE CAVERN FROM FLOOR TO CEILING." Pale Hoof answered, "A FROTHING RED SEA, FUR EVERYWHERE -"

Rainbow Dash interrupted, narrowing her eyes. "I don't believe it. An ursa's WAY too big to behead! Unless you have a pair of THESE babies, of course!" She stretched her wings.

"OH, IT WAS QUITE EASY, I ASSURE YOU. IF YOU LIKE, I CAN SHOW YOU HOW I DID IT."

Pinwheel laughed nervously, shooting a sidelong glare at Pale Hoof. "But…but you know, that doesn't really matter. An ursa's no big deal. We have the gems, right? That's all that matters."

Twilight gazed at them uncertainly, a small frown tugging at the corner of her mouth. She telepathically pinned the last gem in place. "An ursa is a huge deal, Pinwheel. But…as long as you're not stealing…or doing anything the Princess would disapprove of…I suppose it's fine." She sighed, turning back to face them, "I heard about what happened, Pale Hoof. With you and Celestia."

"I DO NOT CARE FOR CELESTIA'S APPROVAL." Pale Hoof uttered, "I AM NOT HERE TO PLEASE HER."

"Well…be that as it may, but…" Twilight paused, thinking, then sighed, "You know, I had trouble fitting in when I first came here too. It's hard for ponies like you and me…but I guess it's a little different in your case. Even so, if I can learn to fit in and make friends, so can you. You have Pinwheel to help you, after all." A sweet smile illuminated the unicorn's face. Pinwheel felt her face grow hot. She glanced at Pale Hoof out of the corner of her eye. He did not move.

"He didn't do anything _bad_, though, did he?" Pinwheel asked, "Since that last incident, he's been really good!"

"Well, no, he didn't do anything bad…but I don't think the Princess would like it if she knew you were going around killing animals in their dens." Twilight responded, "I know Pale Hoof can't help how he is, but I think it'd be good if you avoided that sort of thing. That's what got him in trouble the first time."

Pinwheel chewed her bottom lip. "Well, uh…I don't think we're going to be hunting ursas every weekend, if that's what you mean." She answered, "And Pale Hoof is doing his best to fit in. That's right, isn't it, Pale Hoof?"

"THAT IS CORRECT."

Twilight beamed. "That's all I wanted to hear." The purple unicorn took a step back, eyeballing the dress admiringly, "It looks just like the sketch, doesn't it? I'll get Fluttershy to sew all these gems in place and then we can all take the dress over to Rarity's. I know she'll be excited!"

Rainbow Dash perked up. "Do you still want me to kidnap her cat?"

"Can you think of any other way to lure her out?"

Rainbow Dash grinned broadly, saluting. "Mission Catnap is a go, then!" She zoomed to the window and pushed it open. In a second, she was off, leaving only a rainbow blur in her wake.

Twilight smiled. Glancing over her shoulder at Pinwheel and Pale Hoof, she asked, "Do you want to help us give the dress to Rarity? You helped make it, after all."

Pinwheel shook her head. "Nah…we just supplied the gems. You ponies are the ones actually put it together. Let me know how Rarity likes it."

Twilight nodded. "Will do."

* * *

><p>A day passed.<p>

"Pinwheel! Oh, Pinwheel!" Pinwheel woke to the sound of hooves knocking on the screen door. Falling out of bed, she poked her head into the hallway. There, visible through the screen door at the end of the hall, was Rarity. Pinwheel rubbed her eyes, fetching her glasses from the nightstand. She hurried to open the door. Rarity smiled at the bleary blue mare. She wore her mane in the usual immaculate purple coif – much improved from the last time Pinwheel saw her. Gone was the saggy eyed Rarity with her lank, greasy curls. Rarity nudged past Pinwheel into the house, "Oh, I'm so sorry to wake you, but I simply couldn't wait! I was so excited, I walked all the way here!"

"Excited?" Pinwheel brushed her mane back with a hoof. Two saddlebags rested on Rarity's sides. Stepping into the living room, Rarity opened the bags and dumped their contents onto the coffee table. Pinwheel followed her groggily, "What's all that?"

"Why, designs for your dress, darling!" Rarity chimed, "Twilight told me about you donating those gems for my dress. Well! Let it never be said that Rarity didn't repay a kindness. You shall have your Gala dress, free of charge." Pale Hoof seeped from the shadows, ghostly whispers filling the room as he entered. The temperature dropped ten degrees. Rarity froze in place for a second, then turned and beamed at him, "You too, Pale Hoof! A black tux for you, of course, with a bright red cummerbund! Oh, won't that be gorgeous?"

Pinwheel blinked slowly. "But…I thought you were booked."

Rarity deflated, her ears drooping. "Well, ah…I DO have several orders. Hoity Toity – the big Canterlot fashion designer, I'm sure you've heard of him – just put in a demand for seventy two gala dresses. However…in my opinion, this is much more important. If you hadn't given those gems to my friends, well, I might have gone off into exile!" Rarity let out a gentle, ladylike laugh.

"I don't want to burden you." Pinwheel replied.

Rarity tossed her mane. "It's no burden at all. It's much more fun to design a new dress from scratch than to copy old ones over and over." Telepathically sifting through her drawings, Rarity lifted a swatch of soft teal fabric, "Teal is definitely your color, Pinwheel. I was thinking…something with lots of movement. Oh, idea! Petals! Like your pinwheels outside! I can see them now, swaying around you while you dance! Exquisite!"

"Rarity, this is…"

"For you, Pale Hoof, I was thinking of trying a top hat. Silk, of course, with a red band to match your cummerbund. The classic gentlecolt. I won't have any cliché skulls or bat wings ruining your look. I'm a little worried about getting your measurements though…" Rarity continued, "Goodness, I've never designed for a colt of your size before!"

Pale hoof stared. "WHAT'S WRONG WITH SKULLS?"

"Nothing, dear, but don't you think that'd look dreadfully tacky at a formal ball? Hmm, I've only ever seen one pony as tall as you and that's Princess Celestia." Rarity paused for a moment, "I wonder if she'd let me measure her…"

"Rarity!" Pinwheel shouted. Rarity's mouth shut.

"Oh…Oh my." Rarity colored, "My apologies, I didn't mean to ramble."

"No, it's fine." Pinwheel smiled, "Whatever you want to do for us is fine. We trust you."

Rarity's face broke into a relieved smile. "Well, then, leave it to me. I will make you the best looking couple at the Gala." She hid her grin behind a hoof, "Next to Prince Blueblood and me, of course."

"Of course."


	13. Pale Hoof Goes to School

"THIS IS NOT A GOOD IDEA."

Pale Hoof looked up at the vivid red schoolhouse, then down at Pinwheel. White wedding cake trim gilded the gutters and pink heart-shaped designs topped the tall windows. The sign in front bore no words, just a picture of an open book. Pale Hoof dug at the ground with his hoof, the exposed bone scraping noisily against the sidewalk. Pinwheel slipped another book into his saddlebag and tightened the fastener. She smiled warmly at him, picking the saddlebag up by the strap and draping it carefully over his side. "It's just for one day. To see if it works for you." She reassured, patting the saddlebag, "We need SOMEPONY to teach you how to behave, after all. And most little fillies and colts learn to play nice in school."

Pale Hoof ventured slowly toward the window. Inside, rows of tiny fillies and colts sat at their desks, chatting cheerily as they waited for the school day to begin. One of the fillies, a tiny blue pony with spiked hair, caught sight of him and gasped. Pale Hoof quickly ducked out of the way. "I AM…UNCERTAIN AROUND CHILDREN, PINWHEEL." Pale Hoof gazed down at the dirt, "THERE ARE SO MANY OF THEM IN THERE."

"Cheerilee will make sure none of them touch you." Pinwheel assured him, "She sent out a notice to the parents and everything. All the little fillies know you're a special guest, Pale Hoof, and they know to be on their best behavior around you. I think it's really nice of Cheerilee to let you sit in on her lessons."

Pale Hoof glanced back toward the window. "THE CHILDREN WILL PANIC WHEN THEY SEE ME."

"Everyone does at first." Pinwheel replied, "But they get used to you. It's not like you have maggots and snakes crawling out of your skull." Pale Hoof stared at her. Pinwheel paused, then grimaced, "Don't get any ideas now. No creepy stuff today."

"I CANNOT HELP THE WAY YOUR REALM REACTS TO ME."

Pinwheel shook her head. "Just do your best. If you can learn to play nicely with school fillies, you can play nicely with anyone. It's not high court etiquette, but we have to start somewhere. Cheerilee was nice enough to offer to help you, so it would be rude to turn her down." Just as Pinwheel finished speaking, the school door swung open. Cheerliee stood smiling in the doorway. She nodded politely to the two ponies, gesturing into the school with her hoof. Pinwheel grinned at her and motioned to Pale Hoof. Quietly, the two of them stepped inside.

A cold silence settled over the warm classroom as Pale Hoof entered. Every single head swiveled toward the tall grey colt. Cheerilee, beaming, turned toward the class. "Class, I would like to introduce our special guest for today. Mister Pale Hoof comes from very far away and he's joining our class to learn more about Equestria." She announced in her bright, jovial voice, "I expect you all to give him the respect he deserves. No roughhousing near Mister Pale Hoof and remember to keep your hooves to yourselves. Any questions?"

A pink pony piped up in the second row. "Yeah, what's wrong with his head?" She asked, tossing her purple and white striped mane. A crystal tiara sat perched on her pompadour. The other students tittered nervously.

A silver pony with glasses, also in the second row, spoke out, "And what's with that cutie mark? Is that some kind of weird golf club?" More quiet, frightened laughter. Cheerilee frowned.

"How old is he anyway? Why is he in an elementary school class?" The silver pony continued, not giving Cheerilee a chance to speak.

"Pale Hoof? More like 'Dumb Face'." The pink pony added. The class began to laugh in earnest, fear slowly retreating.

Cheerilee lifted a hoof to silence the class. "Now, students, I know you're curious about our guest, but you can ask him after class. And girls," She stared daggers the two second row ponies, "I expect you to be polite." The pink pony in the tiara rolled her eyes, but did not retort. Neither did the silver pony. The two fillies settled quietly into their desks, staring disinterestedly into space. Cheerilee smiled again. Nodding to Pale Hoof, she gestured to a small desk in the back row, "You can sit there if you like, Mister Pale Hoof. Behind Apple Bloom."

Pale Hoof craned his neck, searching for the empty desk. There, behind a small cream-colored filly with a large bow in her mane, was his place. He hesitated at the front of the classroom. Turning his head, he peered over at Pinwheel. Giving a big, encouraging smile, she gestured toward the filly sized desk. One tentative step at a time, Pale Hoof made his way to the back row. Staring down at the tiny desk, he glanced back over at Pinwheel, who continued smiling. Sighing, Pale Hoof dropped his saddlebag on the floor and squeezed into the desk. Ice crystals crept over the window at his back.

Pinwheel turned back to Cheerilee. "If anything comes up, you know where to contact me. I'll come back to check on him later. He looks scary, I know, but he's completely harmless. He just…doesn't understand much about interacting with other ponies." She whispered to the teacher. Even from the back row, Pale Hoof caught her words. Lowering his head, he stared down at the miniature desk.

"I've worked with special needs ponies before, Miss Pinwheel. Pale Hoof will be fine. We're learning about sharing today." Cheerilee beamed sweetly at Pinwheel, "It'll be a good lesson for a pony like him."

"Thanks, then. I'll be going now." Giving Pale Hoof another encouraging smile, Pinwheel turned and ducked out of the school building. Pale Hoof watched her intently as she departed, tracking her through the schoolroom's big windows. He barely noticed when a small note landed in the middle of his desk. Cheerilee's back was turned. Gripping a piece of chalk in her teeth, she wrote out the word 'sharing' on the chalk board. Slowly, Pale Hoof looked down at the note.

'Don't worry about Diamond Tiara and Silver Spoon,' The note read in big block letters, 'They make fun of everyone. ' Looking up, Pale Hoof caught the eye of the bow-headed filly in front of him. Her orange irises were huge and luminous like lighted pumpkins. She flashed a smile at him before turning back around.

Pale Hoof flipped the paper with his hooves. Dark, oozing letters formed on the page, written in black smoke. Enveloping the paper in a bleak, misty aura, he levitated the note back over to the filly. Just as the note was drifting over the bow filly's head, though, Cheerilee turned around. "Is…that a note?" She asked, setting the chalk down on her desk, "It's against the rules to pass notes."

Pale Hoof was silent for a second. "IT IS NOT MINE."

Cheerilee's expression hardened. "Now, Mister Pale Hoof, you are our special guest, but special guests still have to follow the rules." She insisted, "Come to the front of the class and read it aloud."

Slowly, Pale Hoof eased out of the filly sized desk and made his way to the front of the classroom. The note levitated behind him, leaving an ephemeral trail of darkness in its wake. Cheerilee stepped aside and Pale Hoof took his place at the front of the classroom. Unfolding the note, he scanned his writing. "IT READS," He cleared his throat, " 'DIAMOND TIARA AND SILVER SPOON ARE OF NO CONCERN TO ME. THEY SHALL HAVE A WARM PLACE IN HELL FOR THEIR MOCKERY.'"

Cheerilee blanched. In the second row, the pink pony and her silver companion stared wide eyed. "Uh…I don't think that sort of talk is appropriate for the classroom, Pale Hoof." Cheerilee began after several seconds of silence, "Please take your seat. I'll speak with you after class." Without even acknowledging her request, Pale Hoof made his way back to his seat. Grimacing, Cheerilee shuffled through her notes. "Now…uh…who can tell me about 'sharing'?"

* * *

><p>"All right, class, take your lunch outside. It's break time!" When the lesson was finished, the chalkboard was covered with white words. Pale Hoof stared blankly at the wall. 'Sharing' – the act of giving part of what you have to another. 'If Sunny Daze has two apples and her friend has none,' Cheerilee noted, 'the kind thing to do would be to share!' Pale Hoof sat frozen in his tiny desk while the students rose and claimed their lunches, flooding outside in a squealing deluge. Cheerilee stared at him from across the room, "Mister Pale Hoof, could we chat for a moment? I know you're tired of sitting in that tiny desk, but…"<p>

"IF YOU HAVE SOMETHING TO SAY, SAY IT." Pale Hoof answered, squeezing out of the desk. He loomed a full head higher than Cheerilee. She had to tilt her head back to look at him.

"It's not good to tell children they're going to hell." Cheerilee replied, "Diamond Tiara and Silver Spoon are problem students sometimes, yes, but they're just little fillies."

"THE SOULS OF SLANDERERS ARE BANISHED TO THE VOID. THIS IS SIMPLY FACT." Pale Hoof confirmed. Cheerilee wrinkled her nose.

"Even so…hurtful words like that can make a bad impression on children."

"THEN YOU SHOULD HAVE WARNED THEM OF THAT BEFORE THEY ATTEMPTED TO MOCK DEATH." Pale Hoof boomed, his words shaking the school windows. Cheerilee shivered.

"Either way, Pinwheel said you needed help learning to get along and this is your first lesson. Telling people they're going to Hell is not a good way to make friends or settle differences." Cheerilee scolded, "I need you to play nicely with my little fillies."

Pale Hoof sighed. "I WILL RESTRAIN MYSELF, THEN."

Cheerilee tried to smile. "Well, then, how about you go outside and have lunch with the children? Did Pinwheel pack you a lunch?"

"I DO NOT NEED FOO—"

Before Pale Hoof could finish his sentence, three fillies – an orange pegasus, a white unicorn, and the pony in the bow who'd passed him the note – burst through the schoolhouse door. "He can eat with us, Miss Cheerilee!" The orange pegasus announced, one hoof in the air. Pale Hoof and Cheerilee stared. The three fillies clustered around Pale Hoof, beaming up at him with toothy smiles and dewy eyes.

"C'mon, Mistah Pale Hoof!" The pony in the bow pleaded, her harpsichord country accent unpleasantly familiar, "Ya kin tell us how ya got yer cutie mark!"

"Yeah!"

Cheerilee balked at the trio. "Uh…be careful, girls. Be sure not to touch him."

"We won't, Miss Cheerilee! We promise!" The unicorn chirruped, her cotton candy mane bouncing as she turned her head, "Come on, Mister Pale Hoof! You can share our lunches!" Before Cheerilee could say anything else, the three fillies were already herding Pale Hoof toward the door. They crowded around him, getting under his hooves and ushering him out the building. Pale Hoof had to dance from hoof to hoof to avoid them. Their round heads were always just under foot.

They pushed him out the door and onto the playground. With Pale Hoof's arrival, the other fillies stopped playing. Diamond Tiara and Silver Spoon hovered near the sandbox, eating their lunches out of bedazzled purple and pink lunchboxes. They glared icily at Pale Hoof. The three ponies herded him over to a spot by the slide, where their three lunch pails sat in the shade. "Ah'm Apple Bloom!" The bow pony declared, "That's Scootaloo an' Sweetie Belle! Pleased t' meetcha, Pale Hoof!"

Pale Hoof fell back on his rump and stared at the three grinning fillies. They watched him eagerly, waiting for a response. None came. Finally, the unicorn – Sweetie Belle – spoke up. "So…" She began uncertainly, "That was pretty cool how you stood up to Tiara and Spoon!"

"And check out that wicked cutie mark!" The orange pegasus – Scootaloo – grinned. Pale Hoof glanced down at his flank, "What is it – like a golf club?"

"Oooh, we haven't tried golfing yet!" Sweetie Belle interjected, "Cutie Mark Crusaders Golf Team!"

"Ah dunno. Somepony told me that sport was really borin'." Apple Bloom added.

"We can't KNOW until we TRY!" Scootaloo replied, "What if you had a golf talent and you didn't even know it?"

Pale Hoof watched the fillies bicker silently. After a few seconds, he spoke. "IT IS A SCYTHE, CHILDREN, NOT A GOLF CLUB." The trio quieted down, "I AM DEATH, THE REAPER OF SOULS. THE SCYTHE IS MY TOOL."

The children stared at him blankly. "…What the heck is that supposed to mean?" Scootaloo asked.

"WHEN A PONY DIES, I SWING MY SCYTHE TO SEND THEM TO THE AFTERLIFE THEY DESERVE. HEAVEN. OR HELL." Pale Hoof elaborated. The fillies stood slack jawed.

"Jes' what kinda special talent is that?" Apple Bloom asked, "How d'ya earn a Reapin' cutie mark?"

"WHEN EQUESTRIA WAS BUT A STEAMING VAT OF FIRE AND CHEMICALS, I BEHELD AS THE FIRST INFINTESIMAL SPARK OF LIFE GREW INTO BEING. AND WHEN THAT SPARK EXTINGUISHED, MY STAFF MATERIALIZED FROM THE SMOKE AND I CLAIMED THE FIRST TINY SOUL TO WALK THE EARTH. IT WAS THEN THAT I KNEW THE PURPOSE OF MY EXISTENCE, THE MOMENTOUS TASK GIVEN TO ME BY THE PONY GODS THEMSELVES. I HAVE REAPED SOULS EVER SINCE." Pale Hoof boomed. Rust crept like a fungus over the nearby slide as he spoke, "THIS SYMBOL, HOWEVER, IS BUT A FEATURE OF MY FLESH FORM. MY TRUE BODY HAS NO MARK, AS IT DOES NOT HAVE FLESH."

Silver Spoon and Diamond Tiara, who'd been watching the foursome from the sandbox, perked up. Packing their half finished lunches, they wandered over. "So, like, basically you're saying that you HAVE no cutie mark." Tiara huffed, gazing at Pale Hoof with an upturned nose.

"Just what we need, MORE blank flanks goofing up school." Silver Spoon rolled her eyes.

"Not only is he ugly, his cutie mark is a fake!" Diamond Tiara laughed cruelly, "What kind of loser fakes a cutie mark?"

Pale Hoof stared at the two giggling earth ponies. "LET ME TELL YOU SOMETHING, DIAMOND TIARA AND SILVER SPOON…" He said, rising slowly to his feet. The two fillies stopped laughing, gazing up at him instead with wide, still eyes, "I CAN SEE YOUR LIVES STRETCHING BEFORE ME LIKE TWIN WASTELANDS. YOU WILL BOTH DIE ALONE AND UNLOVED, HOLED UP IN YOUR HOUSES WITH YOUR PILES OF UNFEELING LUXURIES. WHEN YOU DIE, I WILL BE THERE TO REAP YOUR SCREAMING SOULS. YOU SHALL BE CONDEMNED TO HELL FOR YOUR AVARICE AND SLOTH. YOUR ARSE SYMBOLS ARE AS MEANINGLESS AS YOUR INSULTS. I SHALL TELL YOU RIGHT NOW – CUTIE MARKS ARE POINTLESS IN HELL."

Everypony on the playground was silent. Pale Hoof sat back down in the mulch and stared eyelessly at the fillies before him. All five, including Scootaloo, Apple Bloom, and Sweetie Belle, were deathly silent. Nopony moved. Silver Spoon burst into tears. Wailing, she whirled about and ran. Diamond Tiara took a few frightened steps back before turning and chasing after her friend. The three remaining fillies stood frozen.

"Ya…ya didn't hafta make them cry…" Apple Bloom murmured. Pale Hoof stared at her.

"IT IS BUT FACT." Pale Hoof replied. Still gaping at him, the three fillies sat down. Scootaloo timidly opened her lunch box and took out a carefully wrapped sandwich.

"Uh…you can still share lunch with us…if you want." She set the sandwich on the ground and pushed it toward him with her back hoof. Enveloping the sandwich in a dark aura, Pale Hoof gazed at it solemnly.

"THE TEACHER'S SHARING LESSON DICTATES THAT YOU MUST TAKE HALF OF THIS."

Scootaloo shook her head. "Uh…you can have it."

"NO. I INSIST."

* * *

><p>"And...and then he said our cutie marks were pointless! And he said Tiara and I would go to Hell forever!" Silver Spoon sobbed into Cheerilee's chest. Gently, the teacher smoothed back her mane and retrieved a handful of tissues from the box on her desk. Silver Spoon blew her nose noisily. Cheerilee glanced over at Diamond Tiara, who peered fearfully out the window.<p>

"Is this all true, Tiara?" Cheerilee asked. Diamond Tiara looked away from the window, frowning deeply.

"He was totally mean." Tiara confirmed, scraping her hoof against the floor, "I mean…I know he was probably just jealous of our super cool cutie marks, but…" Tiara shuddered.

"I'll go have a talk with him, girls. You two finish your lunch in here. And help yourselves to the tissues." Cheerilee patted Silver Spoon gently on the head before making her way outside. She'd watched them from the window. Scootaloo, Sweetie Belle, and Apple Bloom, the self titled 'Cutie Mark Crusaders', had lead him back behind the slides, where they usually sat during lunch time. The playground was eerily quiet , all the usual noises of fillies playing silenced. Cheerilee's hooves crunched on the mulch. A squeal of fear echoed from behind the slide. Cheerilee broke into a gallop.

"What are you DOING? That's not sharing at all!" Sweetie Belle cried. Behind the slide, Pale Hoof loomed over the limp body of Scootaloo, pushing the battered remains of a sandwich into her mouth. Mustard and bits of lettuce and tomato covered Scootaloo's face. Cheerilee's jaw fell open. The other two Crusaders huddled beneath the slide, trembling in each others' hooves.

"What's going on here?" Cheerilee demanded hoarsely. Pale Hoof looked up.

"I AM SHARING A SANDWICH WITH THIS FILLY." He answered, "AS DESCRIBED IN TODAY'S LESSON." Cheerilee felt her eyelid twitch.

"You…you killed her!"

"I AM MERELY SHARING THE GIFT OF A DELICIOUS LUNCH." Pale Hoof glanced down at the limp, mustard coated body, "THE DEATH IS A SIDE EFFECT."

"I'm calling the guards!" Cheerilee turned to run, but the sight of a blue pony standing at the playground gate stopped her. Cheerilee dashed up to Pinwheel, "Miss Pinwheel, thank Celestia you're here! He's…he's killed a student! Oh, Celestia, he killed Scootaloo!"

Pinwheel stared past Cheerilee toward the slide, shaking her head. Coolly, she crossed the playground over to Pale Hoof. "Pale Hoof, that is not how you play with children. Bring her back." Cheerilee gaped as Pale Hoof dropped the sandwich and, lowering his head, breathed into Scootaloo's mouth. The orange pegasus sprang back to life. She stared down at her hooves in amazement, mustard dripping from her mane.

"Wooow!" Scootaloo grinned, "Did you SEE that, Crusaders? He brought me back to life!"

"Scootaloo, you…" Cheerilee dropped off mid sentence. The other Crusaders approached Scootaloo hesitantly. They poked her experimentally and began to smile.

"Hey! He DID bring her back t' life!"

"That's SO cool!"

"Teach me how to do that!" The three fillies flocked around Pale Hoof, chattering excitedly in mixed voices.

"It could be OUR special talent too! Raising the dead!"

Pale Hoof stared over at Pinwheel, not saying one word.

"Girls…girls…he…" Cheerliee couldn't find the words. She looked helplessly over at Pinwheel.

The blue mare tossed her mane. "Come on, Pale Hoof. It's time to go home." She sighed, "I was coming over to check how you were doing but…I guess now is a good pick up time. I'm really sorry he scared you, Cheerilee."

"He…Scootaloo…She was…"

"That's just how Pale Hoof is." Pinwheel smiled wryly. She beckoned Pale Hoof. Stepping carefully over the fillies, he walked to Pinwheel's side, "I don't think school is the right thing for him after all."

"What? He's leaving?" Scootaloo whined.

"I wanted him to teach me how to raise the dead!" Sweetie Belle whimpered.

"Yeah! Can't he stay a lil' while longer?"

Pinwheel shook her head. "It's probably better if we leave now. Thanks for letting him visit, Cheerilee." Nodding to the teacher, Pinwheel headed back across the playground with Pale Hoof in tow. She glanced up at the tall grey colt, "You learn anything?"

"I LIKE SHARING."

Cheerilee was too shocked even to blink.


	14. Adventures in Fillysitting

(Author's Note: My deepest apologies for the long wait! Things have been very hectic, so updates may come a little slower from now on. But no worries. I have big plans for this fic. It's not going to die anytime soon.)

* * *

><p>"Okay, then…how about…" Pinwheel frowned, rubbing her chin with her hoof. She gazed critically at the ponies trotting down the street. She pointed toward a blue mare with a pink horseshoe cutie mark, "What about her?"<p>

Pale Hoof looked up from his chocolate pudding. The two of them rested on a bench outside Sugarcube Corner. A glob of chocolate dripped from his chin. He watched the blue mare for a few moments. "OLD AGE." He concluded, returning to his pudding. His yellow teeth were stained with chocolate. Pinwheel nodded slowly, ruminating on her fudge. A pile of goodies sat between them. Although Mrs. Cake still froze in terror whenever Pale Hoof entered her shop, no one could doubt that he was one of the best customers. Pinwheel's cupboards were stocked with all kinds of chocolate goodies – chips, cookies, cereals. Pale Hoof barely ate anything else.

Pinwheel inspected the passersby. "Hmmm…what about him?" Pinwheel gestured to a caramel colored stallion across the street. Pale Hoof swallowed the rest of his pudding and peered at the stallion.

"PLOWING ACCIDENT." He decided. Levitating a handful of malted milk balls, Pale Hoof popped them in his mouth one by one. They rolled down his lengthy black tongue and vanished into the dark void of his throat. Ethereal dark mist spilled from the corners of his mouth.

"Gruesome." Pinwheel grimaced at the stallion. She glanced sidelong at Pale Hoof, squinting at him through her glasses, "Okay…so…what about me? Tell me about my death."

Pale Hoof paused for a moment, tilting his head back in thought. "WHICH ONE?"

"Don't get cute." Pinwheel huffed, "C'mon, tell me."

"I DO NOT KNOW WHAT YOUR DEATH WILL BE LIKE."

Pinwheel narrowed her eyes at him. "How could you not know? You're the Grim Reaper!" She complained, swallowing her fudge, "I thought you said you could see everypony's death."

"I CAN ONLY SEE YOUR NEXT DEATH CHRONOLOGICALLY. AND I WILL TELL YOU, THAT WILL NOT BE YOUR FINAL DEATH." Pale Hoof responded, extending his long tongue and lapping up the rest of the fudge, "I WOULD NOT ALLOW IT."

"Not allow it?"

Before Pale Hoof could respond, a voice called to them from across the street. "Pinwheel! There you are!" Pinwheel looked up. There, sauntering across the road with full saddlebags hanging from her sides, was Rarity. The white unicorn strolled up to the bench, a small crease wrinkling her smooth forehead. Pinwheel's smile dropped off her face. "Oh, dear, I'm sorry for bothering you on your date, but I have a small favor to ask. I fear you're the only person I can turn to!" Rarity peered down at the chocolate candies laid out on the bench – milk balls, fudge, slices of torte. Their cake and fudge sat on lacy pink doilies. Clusters of chocolate candies bulged in colored cellophane bags, tied with bright ribbons. "…Oh my, that's quite a lot of chocolate you have. I hope you two aren't filling up on junk food." Pale Hoof peered down at his feast.

"I ENJOY CHOCOLATE." Pale Hoof answered, unwrapping a slice of fudge and dropping it down his gullet, "IT REMINDS ME OF FRESHLY TURNED GRAVE DIRT. SUBLIME."

Rarity turned faintly green. "Yes…well…I suppose an immortal pony god does not need to worry about his figure." She sighed deeply, "Anyway, Pinwheel…"

Pinwheel climbed off of the bench, frowning deeply at Rarity. A few bags of chocolate tumbled to the sidewalk. Ponyville's premiere fashion designer carried herself with the same poise as usual, but the bottoms of her saddlebags sagged with weight. The skin under her eyelids puffed noticeably. "What's wrong, Rarity?" Pinwheel asked, tilting her head.

"Oh, dear…It's completely unprofessional of me to ask this of a client, but…well, we ARE friends, aren't we?" Rarity smiled entreatingly, helping pick up the chocolate. She set the bright cellophane bags back safely on the bench, "You see…I just finished an order for a very influential customer and I'd like to go to Canterlot to deliver it personally."

"Well, that's a good thing, isn't it?" Pinwheel asked, "It means you're getting popular, right? Who's your big customer?"

Rarity let out an excited squeal, a big grin spreading across her face. Her eyes sparkled with delight. "Sapphire Shores! The pony of pop herself! Can you _believe_ it, Pinwheel? That review from Hoity Toity really propelled me to stardom!" Rarity giggled. One second later, though, her ears were back and her head was down, "But it's such a lot of work for just one unicorn. All the new orders make it impossible to find time for anything else! But I won't bore you with the details. The point is, I'll be going to Canterlot to deliver Miss Shores' orders. I just need someone to watch Sweetie Belle. I wish I could take her with me, but I must retain an air of professionalism and—"

Pinwheel held a hoof to stop her. Rarity paused mid sentence, staring at Pinwheel. "…You're saying you want _us_ to take care of Sweetie Belle? Us?" Pinwheel asked, eyes wide, "Didn't you hear what happened at the school the other day?"

Rarity blinked. "Oh! Oh, yes. I did. Miss Cheerilee called all the families to apologize for Pale Hoof, but…" Rarity paused, "When Sweetie Belle came home, she was just raving about him! Talking about how he stood up to bullies for her and such."

Pinwheel glanced over her shoulder at Pale Hoof, "He's not so good around children. You should really try to find another fillysitter."

Rarity pouted, eyes quivering. She leaned in close to Pinwheel. "Please, I have no one else to rely on! Fluttershy, my usual fillysitter, is busy this weekend. And I dare not bother Twilight or Applejack!" She pleaded, clamping Pinwheel's face between her hooves, "Besides…you'll be there! Everyone knows Pale Hoof listens to you. You'll keep him under control, I know!" Rarity smiled sweetly at Pale Hoof, who watched her silently from the bench. Chocolate oozed between his teeth.

Pinwheel shook herself free of Rarity's grip. "Well…I guess…if you have no one else." She sighed, scraping her hoof uncertainly against the sidewalk. "Are you sure Sweetie Belle won't be scared?"

"On the contrary, she seemed excited." Rarity replied.

"Well, all right then." Pinwheel smiled back at Pale Hoof, "We don't really have anything else to do this evening."

Rarity beamed, letting out a little squeal of delight. "Wonderful! I'll be by to drop her off this evening. I'll be sure to get Sapphire's autograph for you, Pinwheel!"

* * *

><p>The doorbell trilled through the front hallway. Ding dong! Pinwheel's spaghetti noodles softened in the boiling pot. Puffs of steam rose from the top, misting the small kitchen windows. Pale Hoof rose from his spot at the table and peeked out into the hall. "PINWHEEL. THEY HAVE ARRIVED." Pinwheel gripped the lid handle in her teeth and covered the pot. Unopened jars of spaghetti sauce sat on the kitchen countertop. Setting her spoon aside, Pinwheel ducked out into the hallway. Pale Hoof trailed after her.<p>

They made their way down the hall to the front door. Grinning nervously at Pale Hoof, Pinwheel gripped the door handle in her teeth and pulled it open. A chorus of high pitched voices greeted them. "Hi, Mister Pale Hoof!" There, standing on the porch with purple, orange, and green sleeping bags tied to their backs, were three little fillies. Scootaloo stood in the center, flanked by Sweetie Belle and Apple Bloom. Rarity stood behind the trio, smiling sheepishly. Before Pinwheel even had time to blink, the three fillies swarmed inside, nearly knocking her flat. They clustered excitedly around Pale Hoof, jostling each other for position. Pale Hoof stared blankly at the children.

"Hey there, Mistah Pale Hoof!" Apple Bloom grinned, the bow on her head bouncing as she shoved past her friends, "We missed ya at school!"

Scootaloo bumped Apple Bloom out of the way. "Yeah! You never showed us how you did that cool trick!"

"Quit shoving, you hogs!" Sweetie Belle squealed, trying to push between Scootaloo and Apple Bloom. She clambered up over their backs, "Yeah! I wanna know how to raise the dead too!"

"Sweetie Belle!" Rarity scolded, stepping into the house, "Mind your manners. You are a guest."

Apple Bloom and Scootaloo sidestepped, letting Sweetie Belle fall to the floor. Sweetie rubbed her head, frowning, "Sorry, sis." Scrambling to her feet, she whipped around, grinning up at Pale Hoof with big, eager eyes. Rarity stepped around the fillies, frowning guiltily at Pinwheel.

"I'm so sorry about her friends." Rarity sighed, ears folded back against her head, "It's…a bit hard to separate them."

Pinwheel rubbed the back of her neck. "Well…I'm…not really sure about this. I was only expecting one filly."

"Oh, I know! My sincerest apologies. But…It won't be too much of a problem, will it?" Rarity asked, "Fluttershy can handle them. They're well behaved girls."

Pinwheel glanced uncertainly at the three fillies. They stood just inches away from Pale Hoof, grinning up at him with huge, manic smiles. Visions of dead fillies flashed in Pinwheel's mind. She suppressed a shudder. "Well…uh…the thing is, Fluttershy doesn't kill everything she touches." At the mention of Fluttershy, Pinwheel couldn't help but think of the incident with her turtle back on their first date. The turtle hadn't even really touched Pale Hoof, just brushed his fetlock. That alone was enough to kill it.

Rarity turned toward the trio. "Girls, you are standing much too close to Mister Pale Hoof. Give him some space." Rarity ordered. The fillies all turned to look at her simultaneously

"Do we HAVE to?" Sweetie Belle asked, pouting at her sister.

"Of course you do! It's rude to invade somepony's personal space! You must be polite when visiting somepony else's house."

Sweetie Belle sighed deeply. "Okay…" Pouting, she and her friends took a few steps back. Rarity beamed at Pinwheel.

"See? Very well behaved little fillies." Rarity glanced at the clock on the wall, "Now…if you'll excuse me, I must be off. Trains to catch and such."

"Uh, sure…" Before Pinwheel could even get the words out, Rarity had vanished. As soon as she was gone, the three fillies resumed their jostling, all jockeying to get closer to Pale Hoof. Pale Hoof skittered out of the way, struggling not to step on any of the girls. Pinwheel stared hopelessly down at the three, "Um…uh…Girls…" The fillies paid Pinwheel no mind, dodging between Pale Hoof's legs and shouting questions.

"What was that weird black place you sent me to?"

"How do WE earn a reaping cutie mark?"

"Cutie Mark Crusaders Grim Reapers!"

"Girls!" Pinwheel shouted, "Really, don't get so close to him!" Finally, Pale Hoof opened his mouth. Three black tentacles leaped from his throat. Latching around the Crusaders' sleeping bags, the tentacles lifted them bodily into the air. The three fillies struggled in mid air, dangling from the straps of their sleeping bags. Pale Hoof held them at a safe distance. Slowly, he turned toward the living room. Carrying the three fillies to the couch, he set them down one by one. Pinwheel trailed after him, mouth agape. The crusaders sat indignantly on the sofa, hooves folded.

"CHILDREN, I WELCOME YOU TO PINWHEEL'S HUMBLE ABODE." Pale Hoof announced, closing his mouth. The dark tentacles vanished, "THERE ARE TWO RULES. ONE, DO NOT TOUCH ME. TWO, YOU SHALL HEED PINWHEEL'S WORD. ANY QUESTIONS?" Sweetie Belle started to raise her hoof, but Apple Bloom quickly pulled her hoof down. Pale Hoof nodded. "EXCELLENT. I EXPECT THIS TO BE A PEACEFUL NIGHT, THEN."

"Pale Hoof…" Pinwheel hovered in the doorway, staring. Pale Hoof stared toward her.

"RETURN TO YOUR COOKING, PINWHEEL. I WILL MIND THE LITTLE ONES."

Pinwheel frowned. "Uh…I'm not sure that's such a good idea. Considering last time…" Pinwheel tried not to shiver. The image of a dead Scootaloo, face smeared with mustard, haunted her mind.

"DO NOT FEAR. THEY ARE UNDER MY PROTECTION. NO HARM SHALL COME TO THEM."

Pinwheel shifted awkwardly from hoof to hoof. "All right…Just shout if something happens, then."

* * *

><p>Pale Hoof regarded the three fillies on the couch. They gazed back at him, three different expressions in their grapefruit sized eyes. Sweetie Belle smiled eagerly, bouncing on the sofa cushion. Scootaloo crossed her forelegs, squinting critically at Pale Hoof. Apple Bloom stared up at him attentively, like a pupil watching a teacher. The living room light creaked ominously behind Pale Hoof's head, swinging back and forth on its chain. Shadows flickered across the fillies' faces, throwing their expressions into relief. For several seconds, the four ponies regarded each other in silence.<p>

Finally, Scootaloo jerked to her feet. "All right, Crusaders! Let's cut to the chase!" She announced, looking back at her friends. Boldly, she turned, pointing toward Pale Hoof, "Tell us how to get a reaping cutie mark!"

Pale Hoof stared down at the trio. "THERE IS BUT ONE REAPER." He boomed. The furniture shook with every word. Dust rained down from the ceiling. Outside, an owl screeched, "AND THAT IS ME."

Sweetie Belle's ears drooped. "Come on, that's not fair! We've tried everything!"

"Singing, song writing, sewing…" Scootaloo listed.

"Cookin', carpentry, comedy…" Apple Bloom continued.

"Acting, art…" Sweetie Belle finished, "Animal husbandry…"

"We've seriously tried everything!" Scootaloo insisted, "Reaping is the only thing left! Come on! We're the only ones in our class without cutie marks!"

"I CAN ASSURE YOU THAT REAPING IS NOT YOUR SPECIAL TALENT."

"Can ya at least give us a demonstration?" Apple Bloom pleaded, "We jus' wanna make sure."

"I SWORE UPON MY HONOR AS A REAPER THAT NO HARM WOULD COME TO YOU." Pale Hoof answered, placing a hoof solemnly over his heart, "ONCE A SOUL IS REAPED, IT IS NOT EASILY UNDONE. WOULD YOU TRULY HAVE ME PLACE YOUR SOULS IN SUCH DANGER?"

"We'll be fine! Please?"

Their combined puppy stares were too much for Pale Hoof. Sighing, he lowered his head. His scythe, gnarled, black, and spiny, materialized on the living room floor. The blade gave off its familiar ambient glow, filling the dim living room with icy light. The three fillies squinted, shading their eyes with their hooves. Gripping the scythe in his teeth, Pale Hoof reared back, preparing to swing.

A flurry of hoof beats echoed in the hall. Pinwheel burst through the door, sauce spoon still held in her teeth. Flinging the spoon aside, she threw herself at Pale Hoof. Pale Hoof stumbled back, bumping hard into the coffee table and dropping his scythe. The scythe vanished as soon as it hit the ground. When the cold, bright light faded, Pinwheel slumped on the floor, stone dead. The three fillies gaped, their pupils shrunk to pinpricks. "PARDON ME, GIRLS." Pale Hoof nodded to girls on the sofa, then lowered his head and breathed into Pinwheel's mouth. She sprang back to life.

"No using the scythe around the fillies!" Pinwheel barked.

"THEY WISHED FOR A DEMONSTRATION." Pale Hoof answered coolly.

"I don't care! No reaping the fillies." Pinwheel insisted, glaring at Pale Hoof over the tops of her glasses, "Rarity will have our heads if you hurt them."

"AS YOU WISH, PINWHEEL."

"Good." Pinwheel stooped to pick up her spoon and, giving Pale Hoof a last suspicious look, she headed back toward the kitchen, "Dinner in five, you all."

Watching Pinwheel over the back of the sofa, the Cutie Mark Crusaders each let out a sigh. Slowly, they shifted around, their heads drooping. "I thought fer sure that we'd made good Grim Reapers." Apple Bloom whimpered, her bow drooping.

"IT TAKES TIME."

"I'm tired of everyone telling us that!" Scootaloo growled, "That's all anyone ever says!"

Pale Hoof breathed out. Cold air filled the room. "FILLIES, LET ME EXPLAIN SOMETHING TO YOU. YOUR LIVES ARE BUT SMALL FLICKERS OF ENERGY IN A VAST, UNFEELING VOID OF CHAOS. YOU FLASH BRIGHTLY AND THEN YOU ARE GONE, LEAVING NO MARK ON THIS INFINITE, TIMELESS ABYSS WE FIND OURSELVES IN. WHATEVER YOU DO IN THIS LIFE WILL NOT MATTER. WHY, THEN, DO YOU WORRY SO OVER YOUR ARSE SYMBOLS? THEY WILL CHANGE NOTHING. YOUR LIVES WILL BE BRIEF AND MEANINGLESS WITH OR WITHOUT CUTIE MARKS."

The three fillies stared at him.

Pinwheel poked her head into the living room. "Dinner, everypony!"

* * *

><p>The Cutie Mark Crusaders unrolled their sleeping bags on the living room floor. Clutching their pillows, they curled up inside their bedrolls. Pale Hoof loomed over them, watching as the three got ready for bed. "DID YOU BRUSH YOUR TEETH?" He hissed, black fog drifting from between his teeth. Pinwheel frowned at him.<p>

"Yeah, yeah, we brushed." Scootaloo answered, peering at Pale Hoof from beneath her bright purple sleeping bag. Sweetie Belle and Apple Bloom grinned, showing off clean smiles. Pale Hoof stared back at them, skull expressionless as always.

"EXCELLENT. THEN, ACCORDING TO MY KNOWLEDGE OF FILLIES, NOW IS THE TIME FOR A BEDTIME STORY."

"Pale Hoof, I'll take care of it from here. Why don't you head back to your realm for the night?" Pinwheel suggested, smiling nervously at Pale Hoof, "We don't want to give the little fillies nightmares now…"

"THEN PERHAPS A LULLABY?"

Pinwheel blinked, her frown deepening. "I'm…uh…not so sure about that one either."

"NONSENSE. I KNOW MANY ANCIENT BALLADS AND REQUIEMS FOR THE CHILDREN. I SHALL RECITE ONE OF THE MOST ANCIENT OF THEM FOR YOU." Pale Hoof boomed, causing the floorboards to shake, "LISTEN TO ME, CHILDREN! I SHALL SOOTHE YOU INTO THE SLEEP WHICH KNOWS NO DREAMS!"

"Wait, does that mean you're going to kill—"

Pale Hoof didn't give Pinwheel a chance to finish. He cleared his throat, a terrible hacking sound that reminded Pinwheel of a cat being shoved through a meat grinder, then began. His singing voice was no different than his speaking voice – cold, filled with uncanny reverberations, and tinged with that odd Manehattan accent. "HUSH NOW, QUIET NOW, IT'S TIME TO REST YOUR SLEEPY HEADS. HUSH NOW, QUIET NOW, IT'S TIME TO GO TO—"

He hadn't even finished the first verse when Scootaloo interrupted him. "Hey! Fluttershy already sang that one for us!"

Pale Hoof stared down at her, jaw hanging open. He regarded Scootaloo for several seconds, silent and unmoving. Then, out of nowhere, Pale Hoof let out an unholy scream. Every light bulb in the room shattered simultaneously, plunging the room into a deep, blue darkness. Pale Hoof's scream sent the shadows into spasms, making them convulse like living things. Even long after Pale Hoof stopped screaming, the screeching echoes of his noise reverberated in the air. Outside, an owl fell dead on the porch.

Everypony stared at Pale Hoof. The Crusaders gaped, their pupils shrunk, each one clutching her pillow. A hairline crack split across Pinwheel's glasses. The lenses shattered, falling to the floor in pieces. Pinwheel stared down at the shards.

"GOOD NIGHT." Pale Hoof whispered, vanishing into smoke. Pinwheel and the fillies gaped at one another.

"Erm…" Pinwheel finally managed to mutter, "I'll go get a broom, I guess." Careful not to step in the glass, Pinwheel left for the kitchen.

* * *

><p>"I hope they weren't too much trouble!" Rarity arrived back the following afternoon, strutting around in a designer hat straight out of a Canterlot boutique, "I had a simply divine time on my trip, thank you for asking. I got this lovely hat and…oh my…"<p>

Pinwheel ushered the three fillies out the door. All three were pale, their eyes foggy from a lack of sleep. "We, er, tried our best." Pinwheel laughed nervously. Rarity put a hoof to her mouth.

"My goodness, are they all right?" She asked, looking from Pinwheel to the fillies and back to Pinwheel. All three were unusually still, their eyes wide and motionless. Frowning, Rarity poked Sweetie Belle's nose, "Sweetie, darling?" Sweetie Belle swayed back and forth, as if pushed by a gentle breeze, but did not respond. "Dear Celestia, what did you DO to them?"

Pinwheel blushed. "N-nothing! We just gave them dinner and put them to bed!"

"Did…Pale Hoof do anything?" Rarity asked, grimacing.

"No, he was really good, I swear..."

Pale Hoof loomed in the shadows behind Pinwheel. "THEY WERE VERY WELL BEHAVED, MISS RARITY."

"Well…ah, perhaps next time, I'll find a new fillysitter." Rarity laughed nervously. Gently, she ushered the three fillies toward the porch steps. As they trotted listlessly along, Scootaloo turned her head toward Sweetie Belle.

"Hey, Sweetie Belle."

"Yeah?"

"Remember how Pale Hoof's scythe glowed in the dark?"

Sweetie Belle sprang back to life, her good color returning. "Yeah! That was awesome!" The fillies quickly resumed their excited chatter.

"Did you HEAR that scream?"

"I was so scared!"

"I know! I almost peed my sleeping bag!"

Rarity turned her head and smiled at Pinwheel, sighing. Pinwheel grinned back. Smiling, she looked up at Pale Hoof. "Fillies are pretty strange, aren't they, Pale Hoof? Cute, though."

"YES, QUITE CUTE. IT IS TOO BAD THAT THEY WILL SOON SHRIVEL UP WITH AGE AND DIE."

"You're a real cheerful colt, aren't you, Chuckles?" Pinwheel peered at him over her empty glasses frames, "Can you have kids, Pale Hoof?"

Pale Hoof paused for a moment, lowering his head in thought. "…I SUPPOSE I COULD, IF I DESIRED." He lifted his chin, watching the fillies as they strolled away from the cottage, "EVEN SO…I AM IN THE BUSINESS OF TAKING LIFE, NOT CREATING IT."

"I can't even imagine what your kid would look like."

"I WOULD NOT HAVE ONE. I CANNOT CREATE LIFE, SIMPLY RESTORE IT." Pale Hoof replied, "MY CHILD WOULD LIVE A FALSE LIFE. I WOULD NOT WISH THAT FOR ANY PONY."

Pinwheel gazed at him for a few moments, a small frown tugging on her lips. Pale Hoof's voice was the same as always – booming, emotionless, and eerily resonant – but there was a hint of melancholy in it that Pinwheel had never heard before. "Hey…" She began uncertainly, "Let's go to Sugarcube Corner. It sounds like you need some chocolate ice cream."

Pale Hoof inclined his head. "AS YOU WISH."


	15. Pale Hoof Wraps Up Winter

"Do you think Dizzy will like her gift?"

Ponyville lay swaddled in snow. White drifts covered everything from rooftop to sidewalk. When the pegasi scheduled a snowfall, they certainly didn't skimp on it. They'd done their best to clear the streets, but the snow still covered Pinwheel's hooves. She and Pale Hoof strolled down the snow covered sidewalks, flakes still fluttering around them. Though the largest portion of the snow had already fallen, light flurries still swirled in the air. Flakes collected in the crannies of Pale Hoof's skull. A red-wrapped package sat on Pinwheel's flank. All day, they'd been combing the shops for the perfect gift. Hearth's Warming was right around the corner. Although most of the shops were closed for the blizzard, Rarity's boutique stood open in spite of the snow. That was where they'd found the gift – a wooly knit scarf, perfect for a pegasus flying around in the cold. Pale Hoof watched Pinwheel as they waded through the snow.

"WHY WOULD SHE DISLIKE IT? IT IS A FINE SCRARF." He asked, shaking the snow from his skull. He sent a spray of ice flying into Pinwheel's face. Pinwheel blinked, eyes watering. A long, green scarf hung around his neck, tied in a knot like a noose.

"I don't know…" Pinwheel sighed, ears drooping, "Dizzy's still mad at me, I think."

"WHY?"

"Because I'm hanging around with you, that's why." Pinwheel answered. Pale Hoof said nothing, "We haven't talked since…you know, that night where you dragged me around Ponyville."

"SHE IS RIGHT TO FEAR ME. I AM DEATH."

Pinwheel looked around at the ponies in the square. Everywhere she looked, ponies were ambling through the snow. Some carried shopping bags. Others just wandered around enjoying the frosty scenery. No pony so much as glanced at Pale Hoof. They gave him a wide berth. Pinwheel could stretch out all her legs and still not touch anypony. She caught a filly gazing wide eyed at Pale Hoof, but the filly's mother quickly pulled her away. A deep frown tugged at Pinwheel's mouth. The blue mare turned in place, looking at all the ponies swerving to avoid them. "Why is everypony still scared of you?" Pinwheel muttered, "You've been here for months."

"THEY HAVE GOOD REASON. WHAT MORTAL WOULD NOT FEAR DEATH?"

"But you're a good colt. You aren't_ that_ scary…" Pinwheel replied, turning to look at Pale Hoof. His skull head grinned down at her. She could see right into the back of his head. The shadows within his skull were deep and cold, like the shadows at the bottom of the sea. Suppressing a shudder, Pinwheel turned back around, "Well, maybe you're a _little_ scary, but Twilight and her friends aren't afraid of you."

"TWILIGHT AND HER FRIENDS FACED DOWN THE EVIL INCARNATION OF A NIGHT GODDESS."

Pinwheel's ears dropped. "Right…They're pretty brave ponies, aren't they?" Straightening up, Pinwheel stamped the ground, "We'll just have to show everyone what a nice and helpful colt you are. They need to know you're not some bloodthirsty zombie pony."

"AND HOW DO YOU PROPOSE WE DO THAT?"

Just then, the Mayor stepped out of the central pavilion. In her teeth, she clenched a stack of flyers. Trotting to the town bulletin board, she began to pin the flyers up. There were three – one printed on light green paper, one printed on blue, and one printed on brown. Pinwheel's eyes lit up. Beckoning Pale Hoof, she crossed the square to meet the mayor. The mayor finished pinning the flyers as Pinwheel approached. She turned suddenly. Catching sight of Pale Hoof, the mayor gasped sharply and tumbled back against the bulletin board. The force of her impact sent flyers tumbling everywhere. Pinwheel snatched hold of the Mayor's green scarf and helped her to her feet. "Sorry, Ms. Mayor. Didn't mean to scare you."

The mayor huffed, smoothing her mane back with a hoof. "It's nothing, I'm fine. But honestly, Pale Hoof shouldn't go sneaking up on people from behind."

Pinwheel grinned apologetically. "Sorry."

Meanwhile, Pale Hoof strolled around the square, picking up the dropped flyers. Shuffling through them telekinetically, he examined the print. "WINTER WRAP UP? WHAT IS THIS?" He asked, dropping the stack of flyers at the Mayor's feet. Stooping, the Mayor picked them up.

"It's a tradition." The Mayor replied, pinning the flyers to the bulletin board again, "Everypony in Ponyville signs up for a team and together, we wrap up Winter. We have to start sign up early so we can prepare in advance."

"CURIOUS. I WAS UNDER THE IMPRESSION PONIES USED MAGIC TO CHANGE THE SEASONS."

"They do that in Canterlot." The Mayor answered, "But we prefer it the old fashioned way."

Pinwheel grinned up at Pale Hoof. "Dizzy's a team leader with Rainbow Dash this year. Maybe we can get you on the Weather team, Pale Hoof. You're good at controlling the weather, right?"

"I SUPPOSE."

"Then you'd be a perfect asset for the weather team!"

"Wait, hold on now." The mayor interjected, "No magic for Winter Wrap Up."

Pinwheel stared at the Mayor. "Pale Hoof isn't magic."

"I BELIEVE SHE WAS ALLUDING TO MY OTHERWORLDLY REAPER ABILITIES."

Pinwheel flushed. "Oh. Well…it's true he has some weird powers, yeah, but he'll keep them in check for Winter Wrap Up." Pinwheel glanced sidelong at Pale Hoof, "Isn't that right?"

"I SUPPOSE."

The Mayor frowned at Pale Hoof, rubbing her chin with a hoof. "Well…I suppose I could put your name down for the weather team, but you'll have to check with one of the team leaders." She cracked a nervous smile, "To be honest, we've never had a pony of your…abilities sign up for Winter Wrap Up. There's nothing in the town charter about Reapers."

"I DARE SAY THERE ISN'T." Pale Hoof answered.

Pinwheel grinned at the Mayor. "He'll be a big help, you'll see." Tugging on Pale Hoof's scarf, Pinwheel pulled him down the street toward Dizzy's house. Mr. Breezy stood outside his fan shop, sweeping the snow off the front step. When he saw Pale Hoof approaching, he immediately dropped his broom and dashed inside. Pinwheel smiled sheepishly at him through the window. Frost shaded the glass as Pale Hoof passed by.

The stairs up to Dizzy's apartment were slick and icy. Pinwheel nearly slipped trying to climb them. Finally, at the top, she knocked on the door. Dizzy hung a wreath on the door in honor of Hearth's Warming Eve – a green, bristly thing with shiny red baubles. Inside, a light flicked on. Dizzy appeared at the door seconds later, beaming and wearing her favorite jingly Hearth's Warming hat. "Happy Hearth's Warming!" She chimed, but her smile faded as soon as she saw Pale Hoof, "Oh…it's you."

"Hi, Dizzy!" Pinwheel reached back and picked up the package resting on her flank, "Happy Hearth's Warming."

Dizzy stared sourly at Pinwheel. "Not to sound rude, Pin…but what are you doing here?" She glanced up at Pale Hoof, her scowl deepening, "And what's HE doing here?"

Pinwheel dropped the package at Dizzy's feet. "Just dropping off a Hearth's Warming gift for my friend."

"Oh. Thanks." Dizzy picked up the gift and took it inside. Ears back, Pinwheel peeked into the apartment. Setting the gift on her coffee table, Dizzy peered back at Pinwheel, "Is that it?"

"Well, uh…I do have one small request." Pinwheel flushed.

"I'm listening."

Pinwheel scuffed her hooves on the welcome mat. "See…Princess Celestia tasked me with teaching Pale Hoof how to get along with mortals. But the problem is that everypony is so scared of him." Pinwheel glanced up at Dizzy. Dizzy stared at her impassively, "I was thinking maybe that if he helped out with Winter Wrap Up this year, everypony would see that he's not such a bad colt after all."

Dizzy's eyes hardened. "'Not such a bad colt'? Pinwheel, do you even KNOW who you're talking about?" She glared pointedly at Pale Hoof, "I watched this colt murder my best friend and drag her body through the streets! He's a freak, Pinwheel! Everyone is right to be scared of him!"

Pinwheel groaned. "That was months ago! He didn't know any better!" She argued, "Come on, Dizzy. For Princess Celestia."

"I don't care what Princess Celestia said. I know what I saw."

Pinwheel growled. "Stop being so stubborn!" Sighing, Pinwheel squeezed her eyes shut, "All I want is your permission for Pale Hoof to be on the Weather Team. That's all. If he doesn't work well, you can kick him off."

Dizzy grimaced. "Fine. But only because we're friends, Pinwheel. And if he messes up or hurts anyone, even a little bit, he's off the team."

Pinwheel nodded. "Thank you."

* * *

><p>Rarity stood outside the central pavilion in Ponyville square. On the steps of the pavilion sat three large boxes, all filled to brimming with colorful vests – blue for the weather team, brown for the animal team, and green for the planting team. All around, ponies were lining up to receive their vests. One by one, Rarity lifted them out of their boxes and helped ponies into their vests. Pinwheel and Pale Hoof waited toward the back of the Weather Line. Pinwheel shuffled her hooves nervously in the snow. Pale Hoof peered down at her with his eyeless sockets.<p>

"NERVOUS?" He asked.

"A little."

The line moved fast. Soon enough, they were at the front. Rarity beamed as they approached. "Good morning, Miss Pinwheel, Mister Pale Hoof!" She chimed, digging through the box of blue vests, "Let me tell you, Pale Hoof, I was absolutely delighted when I heard you were on the weather team. I think this blue will look absolutely fabulous on you. Ah, here we are!" She pulled an oversized blue vest from the bottom of the box and levitated it over to Pale Hoof. Lifting his hooves, Pale Hoof slipped in to the vest. It fit snugly over his chest. Rarity smiled, "A perfect fit! Now you can be helpful AND fashionable! Oh, Pinwheel, what team are you on, dear?"

Pinwheel ducked her head, grinning. "Uh, the 'Pale Hoof Monitoring' squad?"

Rarity giggled, "Unfortunately, I don't have any vests for that team. But here." Digging through the weather team box, Rarity tossed Pinwheel a vest, "That blue goes perfectly with your eyes, don't you think?"

Pinwheel slipped into the vest. "Thanks, Rarity."

"Nonsense. Everypony should have one of my fabulous vests." Rarity replied, "Weather team is assembling over there. Hurry now. The opening ceremonies begin in a few minutes!"

The weather team stood gathered by the fountain. Mostly pegasi, they hovered ten feet off of the ground, clumped so tightly together that it was a wonder they had room to flap their wings. Rainbow Dash eyed the group with an expression of grim determination. "All right, team! We're going to make this year the BEST Winter Wrap Up in history!" Dash announced, beating her chest with a hoof, "I want us to be faster than all the other teams combined! We're going to CLEAR that sky, BRING HOME those birds, and SHOVEL that snow! Any questions?"

A yellow pegasus raised her hoof. "Uh…who's doing what again?"

Rainbow Dash covered her face with her hoof. "Non fliers go with Pinkie Pie to help score the ice. Half of you come with me to bring the birds in. The other half has cloud duty with Dizzy. Is that clear?"

"Uh, which half does what?"

Rainbow Dash groaned. "We'll figure it out later!" She growled. Noticing Pale Hoof, she dropped down to the ground, "Well, here's our special guest this year! I don't see any wings on you, buddy, so it's ice duty for you!" Pale Hoof stared silently at Rainbow Dash. Then, with a sudden crackle of green lightning and a burst of darkness, bony wings erupted from his back. The shadowy membrane holding his wings together was shifting and translucent, like smoke. Rainbow stumbled back, landing squarely on her rump. The pegasi gathered above stared in wide eyed silence. Standing up, Rainbow Dash brushed herself off. "Well! Uh…Cloud duty, then?"

"Awwww, but Mister Spookypants and I could have so much fun!" Pinkie Pie groaned. She sat perched on the side of the fountain, licking the icicles formed by the frozen water.

"Geez, Pinkie Pie! You're not making this any easier!"

Pinwheel inched forward. "Uh, I'm going to need to stay with Pale Hoof."

Rainbow Dash narrowed her eyes. "Come on, guys, stop making this so hard!" Dash grimaced, "Here's how it's going to go. Non fliers on the ice, fliers with me and Dizzy. It's not THAT HARD. Spooky guy, you're a flier, so you come with me. And that's final!"

Before Pinwheel could open her mouth to object, the Mayor's voice rang out over the crowd. Slowly, everypony turned toward the pavilion. "Welcome, everypony, to Ponyville's one hundred and fifty first Winter Wrap Up!" Applause rumbled through the square. The sound of clopping hooves echoed across the earth, "Now, all of you have your vests, and have been assigned to your teams, so let's do even better than last year, and have the quickest Winter Wrap Up ever!" Whinnies and cheers roared across the crowd. Pinwheel glanced up at Pale Hoof. He stood, silent as ever, staring out over the heads of everypony in the square.

"Do you think you can handle being by yourself?" Pinwheel whispered, leaning close to Pale Hoof.

"I AM NOT A CHILD, PINWHEEL. YOU DO NOT NEED TO WORRY ABOUT ME." Pale Hoof answered. His booming voice shook the cobblestones beneath their feet. A few nearby ponies yelped in surprise, "I WILL HANDLE THIS TASK EASILY. YOU SHALL SEE."

Pinwheel smiled. "I know. I'm sorry. I shouldn't keep holding your hoof like this." She sighed, "You know I'm just looking out for you."

"AND I KINDLY IMPLORE YOU TO RELAX."

"Right…"

Once the applause died down, the Mayor spoke again. "All right, everypony, find your team leader, and let's get galloping!"

Rainbow Dash leapt into the air at the Mayor's word. "Come on, Weather Team, let's move!" She pointed sharply at her pegasi, "Get those southern birds! Go, go! The rest of you, take out those clouds! Then we'll start on the snow!" She whirled about to face Pale Hoof, "All right, Spooky, get up in the air and start clearing out the clouds over Ponyville."

"IT SHALL BE DONE." Pale Hoof stretched his great wings, bigger than even Princess Celestia's, and, with a frigid blast of wintry wind, leapt into the air. He spiraled up into the air over Ponyville, bursting through the cloud layer. Rainbow Dash frowned critically, then nodded. Looking down, she pointed at Pinwheel.

"Pinkie Pie will have your skates."

"I really should stay and make sure he's all right." Pinwheel answered, shuffling her hooves.

"Come on, if you don't help break up the ice, Pinkie will be the only one!" Rainbow complained, "Just go get your skates. I've got to go get those southern birds." Stretching her wings, Rainbow Dash turned and raced off into the sky. All around her, the ponies were leaving with their teams. The animal team had already dashed off into the nearby woods. The plant team was heading off down the road toward the farms. Pinwheel stood alone in the square. She caught sight of Pinkie Pie bouncing off toward the lake.

"Hey…Hey, Pinkie! Wait for me!"

* * *

><p>"All right, Pinny! As this year's designated ice cutter, it's my job to break the ice so that it melts nice and even!" Pinkie Pie announced as she sailed across the ice. Pinwheel watched her as she skated back and forth across the pond. Pinkie cut criss crosses all over the surface of the pond, leaving deep lines in the snow covered ice. Pinwheel struggled to get her ice skates laced, the laces falling haphazardly out of her mouth, "That's not how you tie it, silly!"<p>

"Sorry…these are just a little hard to tie without magic." Pinwheel replied, the laces dropping from her mouth, "You're really the only pony cutting up the ice?"

"Been doin' it for years!" Pinkie replied, performing an effortless spin on the ice, "It's nice to have help, though!"

"It just seems like a really big job for one pony."

"It is, but I don't mind!" A sudden burst of thunder and lightning rumbled over Ponyville. The noise was loud enough to shake the snow from the nearby branches. Pinkie Pie let out a yelp and fell, legs flailing, onto the ice. Both ponies turned to look up at the sky. Over Ponyville, the clouds had suddenly turned black – darker than any storm clouds Pinwheel had ever seen. Strange arcs of green lightning crackled through the darkness, casting an unholy pallor over Ponyville's rooftops.

A chill, which had nothing to do with the cold, ran up Pinwheel's spine. Quickly, she kicked off her skates. "Sorry, Pinkie. I need to get back to Ponyville."

"No worries! You go take care of Mister Spookypants!" Pinkie answered cheerfully, righting herself. Leaving the skates there at the pond's edge, Pinwheel hurried back toward Ponyville. Rainbow Dash and Pale Hoof hovered some fifty feet over the square. Explosions of thunder and lightning crackled around them, so loud that Pinwheel could barely make out what Dash was saying. Even so, Pinwheel didn't need to hear her to know she was yelling.

"—just what do you think the Weather Team's ABOUT? I mean—," A loud crack of thunder drowned Dash's voice, "—we're supposed to be CLEARING the clouds, not making more!"

"Rainbow Dash!" Pinwheel yelled. Rainbow Dash paused in her yelling. Spotting Pinwheel, she dropped to the ground.

"This is all YOUR fault!" Dash growled, poking Pinwheel in the chest, "Your dumb coltfriend made a big thunderstorm! It's going to take hours to clear all this out!"

Pale Hoof dropped down smoothly beside Pinwheel, his bony wings folding into nothingness. "I AM A REAPER, NOT A WEATHER MAKER. I CANNOT HELP HOW YOUR WORLD REACTS TO ME. THE ATMOSPHERE SIMPLY ALTERED ITSELF TO SUIT MY PRESENCE." Rainbow Dash stared at him blankly.

"He didn't mean to." Pinwheel translated.

"Well, whatever! Go help Fluttershy or Applejack! The weather team has enough work cleaning all this up!" Rainbow Dash barked. Then, spreading her wings, she vanished in a blur.

Pinwheel looked up at the thunderstorm roiling overhead and sighed. Turning toward Pale Hoof, she tried to smile. "Looks like we're switching teams."

"PERHAPS WE SHALL GO SEE WHAT THE ANIMAL TEAM IS UP TO."

Pinwheel's grin faded. "I don't think animal duty is really your style, Chuckles."

"THEN PERHAPS THE PLANT TEAM IS IN NEED OF MY ASSISTANCE."

Though months had passed since the incident, Pinwheel couldn't help picture Applejack's face back when Pale Hoof accidentally killed her tree. "I don't know. You're a bit challenged when it comes to working with…anything alive."

"PINWHEEL, I AM DOING MY BEST TO HELP OUT LIKE YOU ASKED."

"I know, I know," Pinwheel sighed. Overhead, the pegasi were kicking the supernatural storm clouds out of the sky one by one. Giving Pale Hoof a smile, she gestured for him to follow her, "There's something you can do to help, I know."

* * *

><p>Rarity, after handing out the team vests, had set up near the edge of the square with a table. Strewn across the table were bits of straw, ribbon, and sticks. All alone at the nest making table, Rarity stood fretting over a badly mashed up nest. Smiling, Pinwheel made a beeline for the table. Nest making didn't involve handling living materials – the perfect thing for Pale Hoof to do. "Hey, Rarity!" Pinwheel called. Rarity didn't even glance up from her nest, "Rarity?"<p>

"Oh. Excuse me for not saying hello, dear." Rarity looked up from her mess of a nest, her smile trembling, "I'm just trying to fix this little nest here. It's rather difficult, so if you don't mind…"

"Uh, Pale Hoof and I could help out, if you like…" Pinwheel offered.

"Thank you, dear, but I'm certain I can handle it. I just—" Rarity forcefully mashed the nest, "—need to—" She grunted in frustration, "—fix this nest!"

Pinwheel and Pale Hoof looked on as Rarity struggled with the nest. Finally, the white unicorn let out a discouraged sob, slamming her hooves down on the table. Pinwheel frowned deeply. "Uh…" Pinwheel began, scuffing her hoof against the cobblestones, "Are you SURE you don't need help?"

Rarity forced a smile. "Of course not, dear! I handle the nests _every_ year." She glanced around, "Fluttershy's off waking the animals. Perhaps you could help her."

"If you say so."

* * *

><p>"All right now…" Fluttershy began. She and Pale Hoof stood next to a snowy rabbit warren, "You need to wake the animals slowly. Just be gentle and they'll come right out." Hiding her face behind her long mane of pink hair, Fluttershy gestured to the rabbit warren. Pinwheel looked at Pale Hoof, then back at Fluttershy. Kneeling down, Pale Hoof peered into the dark warren. He gripped Fluttershy's animal bell in his teeth.<p>

"So…he just needs to ring the bell, right? He doesn't have to touch them?" Pinwheel asked.

Fluttershy nodded. "Oh no…I know about Mr. Pale Hoof's condition. I wouldn't give him a job he couldn't do, no sir." She replied softly.

Pinwheel smiled. "Good. Well, Pale Hoof, give the bell a ring." Pale Hoof glanced up at Pinwheel, then nodded silently. With a twist of his neck, he rang the bell. A loud, echoing boom, resonating up from the very depths of the earth, reverberated in the bell. The ground beneath their feet cracked.

Fluttershy let out a little squeal of fright, diving behind Pinwheel for protection. Peeking out from around Pinwheel's legs, she peeked up at Pale Hoof. "Um…maybe you should let me get this one."

"NONSENSE. THE RABBITS ARE SURELY AWAKE NOW." Pale Hoof unhinged his jaw and tendrils of darkness unfurled from his throat. The dark coils probed the rabbit warren, finally dragging three shivering bunnies out into the open. The bunnies were wide eyed, their small bodies trembling. "SEE? ALL AWAKE." Pale Hoof dropped the rabbits at Fluttershy's feet, where they huddled together shaking.

Fluttershy let out a tiny gasp, sheltering the bunnies with her hooves. Timidly, she peeked up at Pale Hoof. "Um…maybe…you should go help Applejack…"

* * *

><p>"No way, no how is that creepy colt touchin' mah plants!"<p>

Applejack stared daggers at Pinwheel and Pale Hoof. They all stood on a ridge where, below, the plant team cleared the fields and started plowing. A wheelbarrow, stocked full with tiny packets of plant seeds, stood next to her. Pinwheel covered her face with her hoof. "Can't you let him plow the fields or something? He just wants to help."

"Y'all think ah've forgotten what he did t' mah tree?" Applejack barked, "We need all these plants t' make food fer the comin' months! Ah ain't gonna let him sabotage our crops!"

"He's not TRYING to sabotage anything, he's – "

Applejack lowered her head, pawing the ground like a bull about to charge. "Now, lookie here, Pinwheel, I know y'all like Pale Hoof an' all, but I won't have him touchin' mah crops. So y'all look for work somewhere else, ya hear?"

* * *

><p>Pale Hoof and Pinwheel found themselves, once again, back in the square. The pegasi had cleared most of the supernatural thunderclouds and had moved on to shoveling the snow from the rooftops. With giant snow shovels, they pushed massive sheets of snow off the rooftops and into the streets. As Pinwheel strolled with Pale Hoof down the sidewalk, she was nearly waylaid not once, but twice by a pegasus knocking snow off the rooftops. Dodging the falling mounds of snow and icicles, Pinwheel let out a groan. "How can we show everyone you're a good colt if no one will let you help?"<p>

"PERHAPS IT IS A LOST CAUSE, THEN. IT IS NO LOSS TO ME, THOUGH. DEATH NEEDS NO APPROVAL." Pale Hoof answered. A mound of snow, pushed off the roof by an overzealous pegasus, came suddenly crashing down on top of Pinwheel. The snow buried Pinwheel head to hooves. Letting out a roar of frustration, Pinwheel clawed her way free. She sat, brooding, atop the pile of snow.

"Maybe it is a lost cause! Maybe I can't show everyone you're a good colt. Maybe—"

A gentle voice cut off Pinwheel's ranting. "Are you all right?" Pinwheel and Pale Hoof turned to see Twilight, clipboard floating beside her and Spike riding on her back. Twilight trotted over to the sidewalk where Pinwheel sat, still half buried in snow. "I saw that snow fall on you, Pinwheel. Are you hurt?"

Pinwheel shook her head. "I'm all right."

"Good! We need everyone we can to help wrap up Winter!" Twilight replied cheerily. Pinwheel frowned. Noticing Pinwheel's sour expression, Twilight's grin faded, "What's wrong?"

"No one will let Pale Hoof help wrap up Winter." Pinwheel answered, "I promised Princess Celestia I'd teach him how to get along with others and I thought Winter Wrap Up would be a great way to help him, but no one's letting us join their team!"

"Why not? I'm sure there's plenty of things he can do to help!"

Pinwheel shook her head. "Pale Hoof…isn't good with living things. And when he tried to clear out the clouds, he just made the weather worse."

Twilight rubbed her chin with a hoof, peering critically at Pale Hoof. Turning away, she looked through her checklist. Suddenly, a smile bloomed on her face. "You know, Pale Hoof, I bet you have a great memory." She beamed at him, "Am I right?"

"I CAN REMEMBER THE NAMES AND FACES OF EVERYPONY I HAVE CLAIMED."

"See? That's what I call an excellent memory!" Twilight levitated a copy of her checklist over to him, "Why don't you go around and check to make sure everypony's doing their job? Since you remember everyone's names, it should be easy. The Mayor said we need to get Winter Wrap Up organized and you and I are just the ponies to do it!"

Pale Hoof looked over the list. "A SIMPLE ENOUGH TASK."

Pinwheel craned her neck, trying to get a look at the list. She grinned. "Twilight, you're a genius."

Twilight blushed. "Well, I wouldn't want to brag."

"Looks like you'll get to help out after all, Pale Hoof!" Pinwheel cheered, grinning up at Pale Hoof.

Pale Hoof gazed down at Pinwheel, then back at the list. "PERHAPS INDEED." Telekinetically rolling the list, Pale Hoof straightened up, "IF PINWHEEL WISHES ME TO BE HELPFUL, THEN I SHALL. COME, THEN. WE HAVE MANY PONIES TO MONITOR."


	16. To the Gala!

"This way. I have them here in the back."

Rarity led Pinwheel and Pale Hoof into her boutique. Sunlight streamed through the large circular windows, throwing illumination over the dress models. Everywhere, sequins twinkled and gems glittered. Rarity's displays were covered in luminous gala dresses, ready to be worn. Closing the door behind her, Rarity ushered them toward the back. Pinwheel looked around the shop, eyeing the many dresses and suits Rarity had made. They were every shape and color – a rainbow cape lined with fur, a flowing green gown sprinkled with flowers, a blue bubble dress covered in stars. "Are these all for the gala this year?" Pinwheel asked, marveling at the displays.

"Oh, yes. I've gotten many commissions for dresses this year." Rarity's chest swelled with pride, "Oh, but wait until you see what I've designed for you!"

Rarity tugged a cord hanging from the ceiling and, there at the back of the room, the heavy velvet drapes parted to reveal two dress mannequins. The first one wore a gauzy light blue gown, the skirt separated into petals. The petals were embroidered with tiny gold details. A pair of soft, deep blue slippers were pinned to the mannequin's feet. A pinwheel-shaped barrette glittered on its head. Pinwheel's jaw dropped. "Is that for me?" She asked.

"You like it, don't you?" Rarity asked, frowning.

Pinwheel nodded, swallowing hard. Gingerly, she approached the mannequin. "I've never had a dress like this before in my life!"

Rarity beamed. "Well, of course! I always try to make my clients' dresses one of a kind!" She glanced up at Pale Hoof, "Look what I've designed for you, dear." She gestured to the second mannequin. The mannequin wore a finely tailored grey tuxedo, the cuffs done up with blood-red ruby cufflinks. The cummerbund, a bright swatch of crimson, matched the cufflinks perfectly. Finally, to tie it all off, Rarity topped the ensemble with an elegant silk top hat. "Isn't it perfect? Classic elegance!"

Pale hoof circled the mannequin. "THIS WILL DO." He paused, "I SUPPOSE."

Rarity huffed. "'Will do'? I was expecting a better reaction than that!"

Pinwheel giggled nervously. "He loves it."

"I should hope so! The Gala is less than a week from now. I couldn't possibly revise his entire ensemble now." Rarity tossed her mane, crossing overr to Pinwheel's side. Lowering her voice, she whispered in the blue mare's ear, "Between you and I, I don't think our dear friend Pale Hoof has very good taste."

Pinwheel grinned. "Well…fashion isn't really his business. But I'm sure he'll look great in your suit." Pinwheel glanced up at the clock on the wall, "So, are you just going to bag these up or..."

Rarity let out a high pitched gasp. "Why, you don't think I'd let you leave without trying your clothes on, would you? I won't have two of my favorite clients going to the gala in ill fitting clothes!" Before Pinwheel could reply, Rarity summoned a screen from the corner of the room. Magically lifting the clothes off the mannequins, Rarity tossed them over the edge of the screen, "Hurry now, I simply must see what they look like!" She ushered Pinwheel and Pale Hoof behind the screen.

Pinwheel stepped out a few moments later, blushing in her glittery gala gown. Pale Hoof followed. As he slipped by the edge of the screen, though, the sleeve of his coat caught on the side. Pinwheel jerked forward to stop him, but it was too late. Pale Hoof's sleeve ripped, tearing at the shoulder. Rarity let out a high pitched gasp. The ripped sleeve fell around his ankle. Pale Hoof turned his head to look and, just as he did, the seam down the back of the jacket split. Rarity let out a shrill cry and dashed to Pale Hoof's side. Her blue eyes quivered.

"Oh no!" Rarity gasped, "I made it too small, didn't I? Oh, dear, this is all my fault! I've never designed for a pony Pale Hoof's size before and I…!"

Pale Hoof gazed down at the ruined coat. "MY APOLOGIES."

Rarity put a hoof to her cheek. "Oh, I'll have to redo the coat entirely. This is awful, just awful!"

Pale Hoof tilted his head, gazing at Rarity. "FRET NOT."

"Fret not? Fret not? A fix like this will take time! And the gala's just a few days away! And—"

Rarity fell silent as she saw Pale Hoof's powers as work. In the dark corners of the showroom, the shadows detached themselves from the floors and ceiling and began creeping toward Pale Hoof. Rarity let out a squeal as her own shadow pulsed beneath her. Slowly, the shadows crawled toward Pale Hoof. They seeped into his clothing, coloring the fabric an impenetrable midnight black. The shadows spilled down his leg, reforming the sleeve. Darkness draped itself over his back, forming a lengthy, ragged cape, pinned at his shoulder by a ruby skull-shaped brooch. Rarity gaped, her pupils shrunk to pinpricks. Pale Hoof looked down at his new ensemble and nodded approvingly. "ALL FIXED." Rarity let out a gasp and promptly keeled over.

Pinwheel stared at Pale Hoof, then down at Rarity, then back at Pale Hoof. "Is…is she dead?"

"OF COURSE NOT."

Pinwheel let out a sigh. "She must keep the smelling salts somewhere…"

* * *

><p>"Hope you two have a wonderful time at the Gala!" Rarity called from the boutique door, waving with one hoof while she pressed a cold compress to her head, "See you two there!" Pinwheel grinned, waving back as she and Pale Hoof headed off for home. Pinwheel carried their outfits folded neatly in two shopping bags. All along the path home, ponies smiled and waved. Pinwheel swung the bags as she walked, humming tunelessly. Pale Hoof shuffled behind her, head ducked.<p>

Finally, at the corner of Main Street and Cupcake Boulevard, Pinwheel set the bags down on the curb and looked up at Pale Hoof. "Is there something wrong?" She asked, peering at him over the tops of her glasses.

Pale Hoof lifted his chin. "WRONG?" He asked. The flowers in the nearby flowerbed quickly shriveled and died.

"You've been really quiet today." Pinwheel began, "Not to mention you were a little rude to Rarity."

"I DID NOT MEAN TO BE."

"Just tell me – is there something wrong?"

Slowly, Pale Hoof looked around. Springtime was in full bloom. The street side flowerbeds overflowed with blossoms. A warm breeze whispered in the leafy, green trees. Everywhere, ponies were out enjoying the sunshine. Pale Hoof looked at the ponies strolling down the streets. While the citizens of Ponyville still gave Pale Hoof a wide berth, there was a noticeable change in their behavior. Before Winter Wrap Up, they avoided looking at him. They stared pointedly in the opposite direction and shivered when he passed by. But now, they looked at him and even _smiled_ when they caught his eye. He was given the same treatment as any Ponyville citizen – kind smiles and hearty hellos. He was a colt just like any other. You just couldn't touch him.

Pale Hoof gazed back down at Pinwheel. "IT SEEMS THAT…" He paused, lowering his head slightly, "IT SEEMS THAT PONYVILLE IS NO LONGER AFRAID OF ME."

Pinwheel frowned at him. "But…that's good, right?"

Pale Hoof stared hard at her. "DO YOU THINK IT IS GOOD, PINWHEEL?"

Pinwheel thought for a moment. "Well…yeah. I do." She began, "Princess Celestia asked me to teach you how to get along with mortal ponies. And since you helped out during Winter Wrap Up, nopony's really scared of you anymore. I call that success, don't you?"

"I SUPPOSE YOU ARE CORRECT IN THAT SENSE." Pale Hoof stared at the ground.

Pinwheel's frown deepened. Fiddling with her glasses, she struggled to find words. "…Listen, I know this must feel pretty weird to you." She started, "You're used to ponies running and hiding whenever you appear, but…I don't think Death has to be scary, Pale Hoof."

Pale Hoof was silent for a moment. "PERHAPS YOU ARE CORRECT."

"I know I am. You're not a scary colt. I'm happy that everypony finally understands that."

"IF YOU SAY SO, PINWHEEL."

With that, Pinwheel smiled and picked up the bags. They continued their stroll toward home.

* * *

><p>The days passed in a blur.<p>

"Ready to go?" Pinwheel stood in the small front hallway of her cottage, shimmering in her gala dress. Outside the screen door, fireflies flit between the pinwheels in her front yard. Tonight was the night. Tonight, they'd be attending the greatest party in all of Equestria. Pale Hoof poked his head out of the living room. He looked particularly striking in his cape and tuxedo jacket, the slender top hat emphasizing his height. The black fabric of his coat and the sharp red of the rubies offset the soft grey of his pelt. The ragged hem of his shroud whispered over the wood floor. Cracking a smile, Pinwheel looked him up and down, "You clean up pretty well, big guy!"

"AS DO YOU." Pale Hoof replied. Pinwheel blushed. Her yellow mane was curled especially for the occasion. She'd even slept in her curlers. For a pony who usually never bothered with her mane other than washing, she felt like she'd put in a lot of effort, "HOWEVER, I FIND YOU ARE LOVELY NO MATTER WHAT YOU WEAR."

Pinwheel smiled. "Thank you."

"AS THEY SAY, IT IS INNER BEAUTY THE MATTERS. AND YOU HAVE A VERY WELL FORMED SKELETON."

Pinwheel blanched. "Well…I'm not sure if that's what they meant by that, but…thank you anyway." Pinwheel nudged open the screen door and gestured outside. Pale Hoof stepped out onto the porch. Just as they exited the house, a glinting gold and white carriage pulled up at the gate, bearing the royal sun insignia. Princess Celestia, kind and thoughtful as she was, promised to send one of her personal carriages to pick them up. Two white pegasi, both in polished gold armor, towed the coach. They nodded respectfully to Pinwheel and Pale Hoof as they approached.

Canterlot wasn't far from Ponyville. On a clear day, you could see the mountain castle from the square. There were a number of ways to get there – by carriage or by train – but the fastest way was by flight. With wings, it was a straight shot from Ponyville to Canterlot. The expensive, hours long train ride Pinwheel had been anticipating was reduced to a short, twenty-minute flight. Pale Hoof remained silent the entire ride, staring at the floor of the cab rather than looking at the passing scenery. Finally, as the carriage approached the unicorn city, Pinwheel turned to him. "Are you nervous?" She asked as the pegasi touched down. Their carriage jolted as it hit the earth.

"NO." Pale Hoof answered. Quickly, he rose and leapt out of the carriage, not even waiting until it had fully stopped. Pinwheel scrambled out after him, nearly tripping over her gown. Pale Hoof didn't stop, didn't even look back at her. He walked along the garden path outside Canterlot with a grim determination, like a colt walking to his death sentence. Pinwheel galloped after him, clutching her purse in her teeth. Finally, she skidded to a halt just a few feet in front of him.

"What is _wrong _with you?" Pinwheel demanded. Pale Hoof paused mid stride, gazing down at her, "You've been sullen the entire ride here. And what was that just now? You didn't even wait for me!"

Pale Hoof glanced over his shoulder, then lowered his head. "MY APOLOGIES."

"I don't want your apologies. I want to know what's wrong." Pinwheel repeated, stomping a hoof on the pavement. Other ponies, all dressed in their finest for the gala, grimaced at them as they passed. Noticing their harsh glances, Pinwheel lowered her voice. "_Pale Hoof…If you don't want to go to the Gala, we can just get back in the carriage and head home._"

Turning, Pale Hoof wandered off the path. The bushes were strung with fairy lights, glowing a soft blue in the purple nighttime. Pinwheel followed after him. They passed by the flowering bushes and trees, not stopping to look at anything. Pale Hoof left trails of dead flowers in his wake. "THIS GALA…" Pale Hoof growled, "IT IS NO MERE PARTY. CELESTIA IS TESTING ME."

"But we knew that from the start, didn't we?"

"I DO NOT NEED TO PROVE MYSELF TO HER. I AM NOT HERE TO PLEASE ANYPONY." He turned sharply to face Pinwheel, his dark cloak flaring out behind him. "I AM HERE FOR YOU, PINWHEEL. SHE INSULTS ME – _US_ – BY REQUIRING THIS FARCE OF A TEST."

Pinwheel gazed at Pale Hoof pleadingly. "I…I don't think that's what she's doing at all, Pale Hoof. I think she's just trying to help you – to help us." She replied, "Princess Celestia is trying to help you get along with others so we can continue our relationship in peace."

"I WOULD NOT LET ANYPONY INTERFERE WITH US. THE OPINIONS OF MORTALS HAVE NEVER MATTERED TO ME."

"That's not the point!" Pinwheel shouted suddenly. Startled by the volume of her own voice, Pinwheel took a breath. Slowly, Pinwheel closed the gap between her and Pale Hoof. He watched her, silent and expressionless. Careful not to touch his pelt, Pinwheel placed her hooves around Pale Hoof's shoulders. She could feel the coldness of his body through the fabric of his suit, but the clothing shielded her from lethal touch. Pinwheel wobbled unsteadily on her back legs, leaning against Pale Hoof for balance. Pale Hoof, surprised by her touch, peered down at her, his head cocked to one side. "This doesn't have to be a big deal." Pinwheel said, tilting her head back and looking him in the face, "See? This is all we have to do." Still wobbly, Pinwheel shifted her weight from one back leg to the other. She and Pale Hoof swayed together, a clumsy imitation of the complex ballroom dances ponies would be doing inside.

Pale Hoof hesitated for a moment then, almost timidly, he lifted his front hooves and wrapped them around Pinwheel. He took care only to touch her ball gown. His long back legs wobbled, trying to support him as he and Pinwheel swayed together. Quivery and unsteady, they held each other.

After a few moments of clumsy swaying, Pinwheel carefully lowered her hooves. She smiled sweetly up at Pale Hoof. "See? That's all. And if it turns out to be a cruddy party, we can just hop right back in that carriage and fly home." Pale Hoof kept his hooves around Pinwheel's back, pulling her close to him. Pinwheel's cheek smushed against the fabric of his coat. Pinwheel gazed up at him, "It won't be so bad."

Pale Hoof met her eyes. "FINE, THEN. I WILL DO THIS FOR YOU. BUT ONLY FOR YOU."

Pinwheel cracked a smile. "We'll show them you're a good pony. Don't worry."


	17. Celestia's Request

(Author's Note: There are some places in this chapter where Pale Hoof touches other ponies and they do not die. This is not an error. Pale Hoof is mostly clothed, as are the other ponies at the Gala. Only direct contact kills. Thanks for reading. I'm glad to have readers who are attentive and correct me when I make mistakes!)

* * *

><p>"Pale Hoof, look!" Pinwheel gasped in delight as they entered the palace. Fireworks erupted outside the palace windows, but they were nothing compared to the sparkle inside. Everything was immaculate, from the polished marble floors to the delicately shimmering chandelier. Banners carrying Celestia's sun symbol hung from every corner. A sumptuous red carpet led guests up the central staircase into the main ballroom. There, on the middle landing, stood Princess Celestia, poised to meet her visitors. Already, a line of ponies was forming to see her. With ruffles, lace, and brilliant colors, the gala guests looked more like clumps of flowers than ponies. Pinwheel's eyes skated across the room. The gala guests chatted politely, filling the room with a soft murmur that mixed indistinguishably with the orchestra in the next room. Pinwheel put a hoof to her mouth, her pupils widening to take in all the details.<p>

"YOU SHOULD HAVE SEEN THE OLD PALACE." Pale Hoof answered, a hint of a smile in his voice. As soon as he talked, however, several heads whipped around to glare at him. His voice was like a record scratch, silencing all the chatter within a fifty foot radius. Pinwheel blushed deeply and touched Pale Hoof's sleeve, nodding toward the line.

"Maybe you should turn down the volume." Pinwheel whispered to him as they joined the line, "These ponies aren't used to you like everyone in Ponyville."

"THEN THEY SHOULD CHANGE THEIR ATTITUDE." Pale Hoof huffed, "THIS IS HOW I SPEAK."

"I know, big guy, but we don't want to cause a stir..."

Just as Pinwheel finished her sentence, a blonde, sturdily built unicorn was making his way down the line, heading toward the garden door. As he passed by them, the hem of Pale Hoof's long cloak caught on his hoof and he stumbled. Letting out a loud 'harrumph', the unicorn turned to them sharply. "Watch your cape, good sir, I..." The unicorn fell silent as he caught sight of Pale Hoof's face, "Sweet Celestia, what's wrong with your face?"

Pinwheel tried to smile. "Uh, sorry..." She replied, "about the cape, I mean."

The blonde unicorn had seemingly forgotten all about tripping. "I've never seen anything so hideous!" He blurted, "Is that some kind of mask?"

Pinwheel frowned. "Don't be rude. It's just how he looks!"

The unicorn tossed his mane, nose in the air. "If anything, he is the rude one! Inflicting his horrible appearance on everyone else!" Their conversation was beginning to draw looks from everypony around the room. Pinwheel could hear their whispers. She blushed deeply, her ears folding back. "Honestly, the gala is no place for a...a...GROTESQUE like this!"

Pinwheel stamped her hoof. "He's not grotesque! He's..."

A soft voice interrupted their quarrel. "Excuse me." Pinwheel, Pale Hoof, and the unicorn all turned their heads. Princess Celestia descended the staircase to meet them. Twilight Sparkle, dressed in a stunning starry gown, followed at her side. Quickly, Pinwheel bowed. Princess Celestia chuckled gently, "No need to bow, Pinwheel, my friend. I'm so happy to see you here."

Pinwheel's blush intensified. "Th-thank you, Princess."

"Oh, Auntie!" The blonde unicorn cried out, rushing up to Celestia, "These two commoners were so rude to me! Not to mention how hideous the tall one is!"

Celestia frowned deeply. "Blueblood, why don't you go join the other guests in the ballroom?" She was making a suggestion, but it sounded more like an order to Pinwheel.

"But Auntie..." Blueblood complained, giving his aunt the least sympathetic pair of puppy dog eyes Pinwheel had ever seen.

"Hurry now. Don't keep your friends waiting." Celestia answered. Scuffing his hoof like an angry school colt, Blueblood retreated up the stairs. Celestia turned her attention to Pinwheel and Pale Hoof, "I'm sorry you had to deal with my nephew. He's not the brightest pony."

Pinwheel gaped. "That jerk is your relative?"

Celestia grimaced, "He has his redeeming qualities..." She replied, "...sort of." Twilight giggled.

"SUCH INSOLENCE..." Pale Hoof rumbled. Pinwheel shivered. The tone of his words made her teeth chatter. She and Pale Hoof had been dating for months now, so she'd gotten used to the sound of his voice, but this time he sounded different. Almost malevolent.

Celestia's smile faded. "Well, anyway, welcome to the Grand Galloping Gala. I'm very pleased you could join us."

"We're pleased to be here. Aren't we, Pale Hoof?" Pinwheel nudged him, but he did not respond. The air around Pale Hoof was colder than usual. He stared hard at the ground. Pinwheel glanced up at Celestia, "Uh..."

Celestia gazed at Pale Hoof, her face grim. "I hope you enjoy yourselves." She concluded, "I could introduce you to some more agreeable ponies, if you like."

Pinwheel glanced between Celestia and Pale Hoof. "Thanks, but..." Pinwheel couldn't help but notice the angry stares coming from the ponies ahead of them in line, "We wouldn't want to take up any more of your time." Nudging Pale Hoof, Pinwheel nodded toward the ballroom door. Pale Hoof followed her, dead silent. He was never a talkative stallion, but this silence set Pinwheel's teeth on edge. His silence was oppressive enough to drown out all the other noises in the ballroom. Pinwheel felt almost as though she were listening to the gala under water.

They found a table near the dance floor. Ponies twirled elegantly on the floor. A four pony orchestra played on a small, elevated stage. "This is really nice, isn't it?" Pinwheel murmured as they sat down, trying to crack the deathly silence enveloping Pale Hoof. He said nothing. Pinwheel frowned, "Are you going to be sullen all night?"

Pale Hoof finally lifted his head. "SUCH ARROGANCE. WHY DOES CELESTIA NOT DISCIPLINE HER NEPHEW?"

"Come on…it's just one jerk." Pinwheel looked around, "Everyone else seems nice. Why let one bad apple spoil the bundle?"

"I HAVE NEVER BEFORE BEEN TREATED WITH SUCH DISRESPECT."

Pinwheel pouted. "Like I said, it was just one pony. Everypony else seems nice. Twilight was here, so maybe her friends are around as well." Just as Pinwheel said that, she spotted a pink pony bouncing around on the dance floor. Dressing in a flouncy blue, pink, and white bubble dress, the pony leapt up on stage and began whispering to the orchestra, "Is that Pinkie Pie?"

As if on cue, Pinkie Pie shouted cheerfully into the microphone. "C'mon, everypony!" She cheered, hooves in the air, "I know what'll make you shake those groove things!" She signaled to the band, which began to play a familiar melody. Pinkie broke into song. "You reach your right hoof in…" Pinwheel's face lit up with a smile. Pinkie's pleasant, upbeat voice filled the ballroom.

Pinwheel turned back to Pale Hoof. "You wanna dance?"

Pale Hoof peered at the ponies on the dance floor, then looked back at Pinwheel. "IT SEEMS NO ONE ELSE IS DANCING." Pinwheel glanced toward the dance floor. He was right. The party guests were gaping at Pinkie Pie as though they'd never seen a pony singing before.

Pinwheel hopped off her seat. "Well, someone has to get it started, right?" She held her hoof out to the Reaper. Carefully, he rose to his feet. Linking forelegs with Pale Hoof, Pinwheel pulled him out onto the dance floor. Though Pinkie was a good thirty seconds into her song, no one in the hall was dancing. Instead they were either staring or muttering nastily among themselves. Pinkie sung ecstatically, singing the mic around like a dance partner. No one noticed as Pale Hoof and Pinwheel slipped into the crowd.

Pinwheel hadn't really noticed it before, thanks to the distraction caused by the rude prince, but the dance hall was packed. Ponies covered every square inch of the floor, taking up space with their voluminous ball gowns and trailing coat tails. Pinwheel found herself shoving ponies gently out of the way to make room for Pale Hoof, for which she got several unkind stares. The ponies in Ponyville naturally made way for Pale Hoof, but these Canterlot nobles refused to budge, even when faced with an abnormally tall skull faced stallion. After much nudging and pushing, though, Pinwheel found an empty patch of dance floor just big enough to fit her and her date.

"—you reach your back left in, just be brave and have no doubt!" Pinkie sang. Pinwheel stuck out her back left leg, smiling up at Pale Hoof. He hesitated for a moment, then copied her, just in time for a unicorn in a fluffy pink ball gown to stumble over him. She got up, letting out an irritated "harrumph" and glared at Pale Hoof. Pale Hoof slowly retracted his leg, "You do the Pony Pokey feeling like you're gonna pout! That's what I'm singing about!"

Pinwheel gave him another reassuring smile, nudging him with her hoof. "You tilt your head in…" Pinkie kept singing. The crowd shifted around them, closing in on their personal space. A pony backed into Pale Hoof's side, knocking him hard against Pinwheel. Pinwheel straightened her glasses, harrumphing.

"Hey, watch where you're going!" Pinwheel warned, glaring over the top of Pale Hoof's back. The other pony whipped her mane and snorted. Pinwheel frowned deeply. Ponies were leaving the dance floor in droves, disgusted by Pinkie's overexcited singing. They jostled into Pinwheel and Pale Hoof, slamming the two of them dangerously close together. "Oof! Hey! Be careful!" Pinwheel's pleas went ignored. Finally, with a sweep of his hoof, Pale Hoof magically parted the crowd, leaving a small pathway to a door. Jerking his head, he motioned for Pinwheel to follow him.

Pinwheel ducked her head, letting her curled mane fall in front of her eyes. More ponies were glaring at Pale Hoof than at Pinkie.

"How rude!"

"What a tacky outfit!"

"Who does he think he is?"

The garden was just as packed as the ballroom, yet somehow under the purple sky and the great, leafy trees, things seemed a little bit quieter. The doors slammed hard behind Pale Hoof as he ushered Pinwheel outside. Ponies strolled along the garden paths, talking gently among themselves. The music from the orchestra was only a whisper here. Pinwheel quickly turned to look at Pale Hoof. "What was that for?"

"THEY WERE IN THE WAY." He growled. His voice was cold, colder than usual. Pinwheel's ears drooped. Pale Hoof walked determinedly along the path, magically shoving aside any pony in his path. Pinwheel hurried after him.

"Hey!" She called, pulling on the edge of his cloak, "Hey, slow down! It's all right!"

"WHAT IS ALL RIGHT? NO PART OF THIS EVENING IS 'ALL RIGHT'." Pale Hoof's voice caused the nearby rosebush to wilt. A fine layer of frost collected on the leaves, despite the warm spring temperatures. "THE LACK OF RESPECT IS…IS APPALLING."

Pinwheel frowned, glancing over her shoulder at the ballroom door. "I understand…nopony's been very polite tonight, but…these are Canterlot ponies. They're different from the ponies back home. You've got to understand that—"

"NO."

Pinwheel looked up. Pale Hoof loomed over her. The brim of his hat cast a shadow over his face. A shiver rippled down Pinwheel's spine. "Pale Hoof, come on…" She mumbled.

"IT IS NOT JUST CANTERLOT. IT IS NOT JUST 'THESE PONIES'." He whipped around, his shadowy cape whispering across the cobblestone path. Pinwheel struggled to keep pace with him, "EVEN IN PONYVILLE, I AM MET WITH CASUAL GLANCES, DISRESPECT. THESE PONIES HAVE FORGOTTEN THEIR FEAR OF DEATH."

"What are you talking about? That's what we were working for! What Princess Celestia wanted!" Pinwheel hurried after him, cantering to keep up with his long strides. She kept trying to step on his cape, anything to get him to slow down and listen, but the shadowy fabric seeped out from beneath her hooves, "If you would just slow down and listen for one second…"

"I WILL NOT BE SHOVED ASIDE LIKE SOME COMMON MORTAL." He stopped hard in his tracks, causing Pinwheel to nearly collide with him, "IF THESE PONIES DO NOT FEAR DEATH, THEN I MUST TEACH THEM."

"Pale Hoof!" Pinwheel squeaked as she found herself pushed aside by his magic. She stumbled back, landing rump first in a rose bush. Pale Hoof whirled about, striding past her back toward the ballroom door. Pinwheel lunged after him, only to find her dress caught on the thorns, "Pale Hoof!" Pinwheel whimpered after him, but he did not pause. All around him, grass was dying and plants were wilting. Inside, the music had changed from a soft orchestra to a thrumming beat that just synchronized with the pounding of Pinwheel's heart.

All of a sudden, from deep within the garden, there came the pounding of hooves and the screeching of birds and monkeys. A stampede of animals, exotic creatures from all four corners of Equestria, came pounding through the garden. Fluttershy, hair a mess and chest heaving, leapt out of the bushes like a leopard, her teeth grinding. "Where are those little animals?" She shrieked. Frightened whinnies filled the garden. Ponies reared away from the stampede. Fluttershy dashed this way and that, throwing herself at any animal that passed by. Pinwheel jerked herself free, ripping the fabric of her skirt, and rushed after Pale Hoof.

It was too late, though. Pinwheel saw the scythe in his teeth. With a blindingly quick twist of his neck, he struck. The ponies he hit were all too distracted to even know what hit them. One moment, they were running from the stampede, the next they lay dead on the ground, life blood gushing from gashes in their necks. Pinwheel froze in her tracks. One, two, three, four bodies. Blood, slick and shiny, seeped into the grass.

Time seemed to slow down. Pinwheel looked at the bodies, then up at Pale Hoof. He turned toward her. Blood coated the razor thin tip of his scythe. His hat lay crushed at his hooves. Ponies rushed around them in a frenzy, but Pinwheel barely noticed them. Nothing but Pale Hoof and the bodies registered in her mind. She didn't even notice when Fluttershy burst through the ballroom doors, screaming at the top of her voice. Only the Reaper mattered.

All of a sudden, there came frightened whinnying from the ballroom. Pinwheel glanced up just in time to see a wave of ponies fleeing the dance hall. The pegasus guards were struggling to calm the crowd. Pinwheel glanced back at Pale Hoof. With a whoosh of his cloak, he was gone, leaving only the four bodies on the ground as proof that he'd ever been there.

"Bodies! Help! Somepony's been killed!"

Pinwheel didn't even have time to think. The panicked party guests had finally taken notice of the corpses on the ground. The pegasus guards, hearing the cries, rushed to the scene. Pinwheel stared blankly at the soldiers, too shocked to speak. While their comrades were busy corralling the mob, two of the largest guards approached Pinwheel. "Ma'am, are you all right?" One of the guards said, offering Pinwheel his hoof. Pinwheel simply stared at the stallion. She felt hot tears rolling down her cheeks, "Ma'am?"

* * *

><p>"Pardon me, Princess, but tonight was just…awful!"<p>

The voice was one Pinwheel knew well - Twilight Sparkle. Pinwheel sat on a bench outside Pony Joe's donut shop. A warm breeze stirring a few papers strewn carelessly in the street. Canterlot was quiet. The only sound Pinwheel could hear was the laughter and chatting of Princess Celestia and her student inside the shop. Pinwheel tensed as she heard them giggling. Two pegasus guards waited at the shop door, neither talking to nor looking at Pinwheel. She'd been told to wait outside while the Princess finished her business. Pinwheel could barely stand the oppressive silence. Before the gala, the streets had been filled with the squeaking of carriage wheels and the excited chatter of the party guests. Now, with Celestia's Royal Guard rounding up the last of the riot, the city lay in uneasy quiet. Many ponies had seen the dead bodies in the garden. Once the initial shock wore off, there would be questions, accusations, assumptions, and Pinwheel was at the heart of it all.

"I'm certain the gala would have been much different without you and your friends, Twilight Sparkle." Pinwheel heard Princess Celestia say inside the shop, "I'll be expecting a report about this soon!"

"Thanks, Princess! And goodbye!" Twilight called back, voice cheerful. None of the six ponies inside had seen the slaughter in the garden. Pinwheel couldn't say she was relieved. The Princess was hiding it from them. The little bell above Pony Joe's door rang as Celestia exited the shop. Pinwheel looked up at the princess, tears still dribbling down her cheeks. Nodding to the two guards accompanying her, Princess Celestia approached the bench. Pinwheel could hardly bear to look at her - her expression was too gentle, too kind. Shamefacedly, Pinwheel stared at the ground.

"Pinwheel," The Princess began softly, lowering her head. Pinwheel glanced up, her bottom lip quivering. The Princess gazed at the little blue pony, "Pinwheel, I want you to know that what Pale Hoof did was not your fault."

Pinwheel jerked upright. "But…but Princess! I was the one who was supposed to…supposed to…" Pinwheel could hardly get the words out. Sobs choked her voice. Pinwheel turned away, covering her face with her hooves.

"None of us expected this." Princess Celestia's hoof brushed Pinwheel's cheek, "Why don't you take a walk with me?"

"Those…those ponies are dead and…" Pinwheel stuttered. Princess Celestia lifted Pinwheel chin, looking her deep in the eyes. Pinwheel fell silent. Shakily, Pinwheel pushed herself off the bench. Her gauzy blue dress hung in tatters around her middle. Gently, Celestia brushed a few leaves off Pinwheel's dress with a hoof, "I'm so sorry, Princess. I'm so sorry."

"Sssh." The Princess replied softly. Pinwheel hiccupped, stifling another sob, "Take a deep breath and relax." Pinwheel did as she was told, inhaling sharply and letting out a half sob. Nodding, Princess Celestia gestured toward the quiet street. Slowly, the two ponies walked together. Pinwheel walked a little behind the Princess, eyes to the ground. Her tears left a trail of droplets on the cobblestones.

Neither Pinwheel nor the Princess spoke for a long time. The Princess strolled slowly down the street, smiling at the shop windows as though nothing was wrong. She gave off a comforting, soft, yellow glow that reflected in every window they passed. Finally, the silence grew too much for Pinwheel. "Princess, I…" She began, but once again, the words stuck in her throat. Pinwheel's jaw worked, struggling to continue her sentence.

"You don't have to talk if you don't want to, Pinwheel." Celestia answered, "I want you to be comfortable."

"Comfortable?" Pinwheel blurted, "I just saw four ponies die! I can't be comfortable!"

Princess Celestia paused, glancing back at Pinwheel with a look of mild surprise. Pinwheel blushed furiously, ducking her face. Gently, the Princess lowered her head. "I know how you must be feeling right now." She replied, "It's hard to talk about this sort of thing. I just want to put you at ease."

"I'm sorry, Princess, I didn't mean to yell." Pinwheel answered. The events of the last few hours zoomed through Pinwheel's mind in a confused blur. After the guards had calmed the mob, they escorted Pinwheel to the Princess. From there, Pinwheel could only follow in a daze as the Princess left the palace to visit her pupils in the donut shop. Now here she was, stumbling alongside Celestia through the empty streets of Canterlot. Pinwheel's head throbbed. Her face felt stiff from crying, "I don't know what happened…or what went wrong. Everything seemed to be going so well."

"And that is why I want you to know this isn't your fault." The Princess replied, staring off into the distance, "If anything…these deaths were my fault."

"Princess!"

The Princess lowered her head, eyes closing. "I should have kept a closer eye on Pale Hoof. It was foolish of me to leave you in charge of him by yourself." Softly, Celestia sighed, "How could I expect a young mare like you to keep Death himself on a leash?"

Pinwheel shook her head. "That's not true at all, Princess. Pale Hoof and I have always gotten along well. He's always listened to me." The image of Pale Hoof standing over the bodies of the party guests popped back into Pinwheel's mind. She shuddered, "I don't know what went wrong. If I could have done anything to stop it…"

Celestia straightened her neck. She turned to face Pinwheel, her expression suddenly stern. "It is tempting to debate how this came to be, but it will get us nowhere. The blood of four ponies is on his hooves." The princess took a step closer to Pinwheel, "I will not make the same mistake twice. Pinwheel, you know Pale Hoof better than anypony in Equestria. Better even than me. You have to tell me how to find him."

Pinwheel blanched. "I…I don't know. He usually just comes and goes as he pleases…"

"He didn't give you a way to contact him?"

Pinwheel thought for a moment. "I suppose…" Her face lit up, "The door! He created a door to his realm in my house. He said that if I ever needed him, all I had to do was knock."

Princess Celestia nodded. "Then that is what you must do." She stared down at Pinwheel, her expression cold. Pinwheel had never seen such a look on Celestia's face before. Her eyes were narrowed and her mouth was pressed into a hard, thin line. The soft, comforting Celestia Pinwheel knew was gone, replaced with this stern-faced queen. Pinwheel found herself shrinking back, "Call him out and bring him to me. Do whatever you can."

Pinwheel frowned. "You…you aren't going to hurt him, are you?"

Celestia shook her head. "No. But I cannot let him get away with the murder of my little ponies."

"He's not a bad colt," Pinwheel insisted, "He's really not. He just doesn't understand..."

Gently, Celestia lifted Pinwheel's chin with her hoof. "You care about him deeply." She said. Pinwheel blushed brightly, but nodded, "You have nothing to fear, Pinwheel. On my honor as Princess."

Swallowing hard, Pinwheel nodded. "But...but Pale Hoof will be all right, won't he?"

The Princess closed her eyes. "Sometimes, Pinwheel, a ruler needs to be stern." She reopened her eyes, her purple irises flashing in the dark, "I will keep your feelings in mind, but Pale Hoof must be punished. You understand, don't you?"

Pinwheel shuffled her hooves, glancing off to the side. "I," Pinwheel paused, taking a breath, "I understand."


	18. Curses

Pinwheel paced up and down the hall in front of the guest bedroom door. Silence enveloped her cottage – everything was quiet except for the soft thump of her hoof beats on the wood floor. Somewhere outside, an owl hooted. Pinwheel jumped and, realizing it was only an owl, took a deep breath. She hadn't bothered to turn on the lights when she came home, so the cottage was dark. The shadows seemed to creep across the floor, flickering at the corners of Pinwheel's eyes. Her gala dress lay abandoned on the floor, heaped in a pile near the door where Pinwheel had slipped out of it.

Clenching her teeth and puffing out her chest, Pinwheel approached the bedroom door. _"IF YOU NEED ME, JUST KNOCK."_ Those were Pale Hoof's words when he first 'moved in'. Though they'd been living together for several months, Pinwheel never needed to summon him before. He showed up of his own accord most of the time. Every day, Pinwheel would find him standing at the foot of her bed, waiting patiently for her to wake up. He was there from the moment she rose in the morning til the moment she went to bed. There were times when he was mysteriously absent, of course, but Pinwheel chalked that up to his occupation.

Clearing her throat, Pinwheel approached the door. She knocked gently on the door. "May I come in?" She asked. No response. Ears drooping, Pinwheel sighed. Just as she began to turn away, though, she caught the soft click of the lock. The guest room door creaked open, revealing the dark abyss beyond. Gently, Pinwheel pulled the door open. Darkness yawned through the door frame – a darkness so complete it made her cottage look bright. Cold air wafted through the open doorway. If Pinwheel listened hard, she could make out the sounds of soft groaning and whispering coming from the abyss. The hair on her spine prickled. Nothing moved beyond the door frame. No matter how she squinted, Pinwheel couldn't penetrate the solid blackness.

"Well…" Pinwheel whispered to herself, "If he's not going to come out, I guess I'm going in."

Taking a long, slow breath, Pinwheel plunged headfirst into the darkness. The door slammed shut behind her. Pinwheel let out a squeak, but her voice came out muffled as though she were speaking from deep underground. Behind her, the door faded into oblivion, leaving Pinwheel standing alone in the abyss. Pinwheel couldn't even see her own hooves. When she'd come here as a spirit, her body gave off a soft glow that helped push back the darkness. But now, it felt as though she were standing in a huge, dark cave with nothing but empty space and gloom around her.

Pinwheel shivered in the cold. "Okay…one step at a time." Pinwheel lifted her hoof, only to find it stuck in the ground. The shadows clung to her pelt. The ground was sticky and elastic; walking across it felt like trying to walk through a tar pit. Grunting angrily, Pinwheel jerked her hooves free. Even so, with every step, her feet stuck to the ground.

"Come on! What IS this stuff?" Pinwheel growled. Her voice must have carried further than she thought, for a figure appeared from the darkness, swaddled in a long, dark cloak. Pinwheel's head jerked up, "Pale Hoof?"

"Pinwheel?" The figure replied, coming closer. Pinwheel's ears drooped. Pushing back his hood, Thunderhead gazed down at Pinwheel, a frown tugging at his lips. He gave off a soft blue glow that illuminated everything within a few feet – not that there was much to see. "Yer back here again? Geez, ya don't look so good."

"Thunderhead?" Pinwheel stared up at the purple pegasus, "I thought you weren't allowed to play reaper anymore."

"Long story. Turns out not many ponies can handle this kinda responsibility. Even though Phil and I messed up, we at least learn from our mistakes." Thunderhead replied, smiling down at Pinwheel, "Now…uh…maybe my eyes are playing tricks on me, but yer looking a little under the weather. Did ya throw yer guts up again?"

"What?" Pinwheel frowned, looking down at herself. Thanks to Thunderhead's ambient light, she could finally get a good look at herself. Startled, she stumbled backward. In the short time she'd been in Pale Hoof's realm, her cyan coat had faded to a sad, washed out periwinkle. Pinwheel scrambled to her hooves, spinning in circles to see the new color. Her knees shook under her weight. But that was not the only change. Her tail, still sprayed and styled for the gala, dragged sadly on the ground. Her hair was frizzy, unkempt, and graying. Gaping, Pinwheel stared at Thunderhead. "What's going on?"

Thunderhead stared at Pinwheel for a long time. Rubbing his chin, he frowned. "Shouldn't you know? You're dead, aren't ya?" He asked. Pinwheel shook her head. Thunderhead's eyes widened. "Don't be silly, ya have to be dead if yer here." Experimentally, he reached out and poked Pinwheel on the head. His hoof phased right through her head. Pinwheel squeezed her eyes shut. The sensation made her teeth chatter and head ache. Thunderhead's eyes widened, "Yer not dead."

"No, I'm not." Pinwheel replied. Thunderhead gaped.

"Well, no wonder ya look like that! You should NOT be here. Living ponies aren't supposed to be able to come to this realm." He answered, "How did ya even get here?"

"There's a portal in my house and…look, it doesn't matter." Pinwheel answered, "I need to know where Death is."

Thunderhead thought for a moment. "Well, last time I saw him, he was going to meet you. Something about a ball. That's why he left us in charge." He replied, "Listen, ya need to get out of here right now, Pinwheel, it's not safe for you."

Before Pinwheel could respond, another figure emerged from the darkness. Though still robed, Pinwheel had no trouble telling who it was. Philomel threw back her hood, revealing her distinctive pink curls. "Thunderhead, did you find someone?" She glanced over at Pinwheel and smiled sweetly, "Well, hello there, Pinwheel! Back already? Gosh, you look terrible!"

"Have you seen Death?" Pinwheel panted, not bothering to waste breath on pleasantries. The cold air (was it air?) stung in her chest. Trying to force her way through the tar-like ground left Pinwheel feeling winded. Glancing down again, she saw the skin around her knees sagging. Wrinkles were rapidly forming all over her body.

Philomel didn't answer, instead looking toward Thunderhead. "What's wrong with her?" Philomel asked, her voice barely a whisper.

"She's not dead." Thunderhead whispered back. Pinwheel let out a growl.

"Come on, I need to know now!" She barked hoarsely. There was a crushing sensation on her chest, making it difficult to talk or breathe deeply. Alarmed, Pinwheel looked down again. In the time she'd been talking to Thunderhead and Philomel, it looked like she'd aged a hundred years. Her legs, thin and bony, trembled beneath her. Her mane hung, grey and limp, around her shoulders.

Thunderhead rushed to her side, "Come on, Phil. We've got to get her out of here, pronto!" He made a grab for Pinwheel's head, but his hooves phased through her. Pinwheel shuddered.

Philomel came around Pinwheel's other side. Her horn glowed a soft pink. Pinwheel lifted into the air, where she dangled helplessly. Pinwheel let out a pitiful wheeze of protest. Coughs wracked her body. "Come on, Pinwheel, you really can't stay here." She said gently. Pinwheel flailed pitifully, her wizened old limbs creaking painfully.

An enormous burst of green lightning interrupted the two substitute reapers. Philomel and Thunderhead threw themselves on the ground, hooves over their eyes. Pinwheel dropped heavily to the ground. Whimpering, she turned her face away from the light. Sickly green sparks flickered through the void, fading off into nothingness. As the light faded and Pinwheel's vision started to return, she saw the source of the explosion. A tall colt, taller even than Princess Celestia, stood at the heart of the explosion. His long, tattered cloak fluttered softly around his hooves, revealing flashes of glowing, yellow bone. Large, bony wings covered with a thin, shadowy membrane lay folded against his side. As he turned, Pinwheel saw that his body was completely bone – none of the soft grey fur she'd grown used to. "_THUNDERHEAD. PHILOMEL._" His voice was resonate and unearthly, causing everything to vibrate around him. It was as soft as whisper, yet as booming as an earthquake. Gone was the high class Manehattan accent he wore in the mortal realm – replaced with an unearthly, gravelly voice the likes of which couldn't be heard in Pinwheel's world.

Thunderhead and Philomel rose to their hooves, trembling in awe at the display. "Uh, welcome back, boss." Thunderhead mumbled, scuffing his hooves against the ground. Philomel trembled, let out a squeak of fear. Pinwheel's legs shook as she struggled to get up, but her limbs would not support her.

"_WE HAVE WORK TO DO. WE…_" Death paused mid sentence. He stared down at Pinwheel, lying prone in the ground. Pinwheel gazed back. Her vision was growing blurry, even with her glasses. She let out a small rasp, reaching a hoof toward Death. She hadn't seen Pale Hoof's full form since they started dating. Next to Philomel and Thunderhead, he was massive – even taller than he was in the mortal realm.

Thunderhead looked back down at Pinwheel, then up at Death. "I swear, Boss, we didn't bring her here. She got here on her own!"

"We were trying to make her leave!" Philomel added. For several moments, the four stood in complete silence. Arcs of green lightning flickered at Death's hooves. Pinwheel wheezed and coughed. Her whole body ached. Thunderhead and Philomel exchanged glances, looking at each other and then down at Pinwheel. Neither of them dared to speak. Death stood as still as a statue, except for the static crackling at his hooves.

"_OUT._"

Philomel and Thunderhead stared. "W-what, boss?" Thunderhead asked timidly.

"_OUT! OUT NOW!_" Death boomed, causing the ground to tremble beneath them.

"B-Boss?" Thunderhead reared back in fright, skittering away from the roaring skeleton.

"_**GET HER OUT OF HERE, YOU FOAL! DO IT NOW!**__"_ Death's voice only grew in volume, filling the entire realm with terrible, vibrating noise. Echoes of his words overlapped each other. '_NOW NOW NOW NOW_' resonated through the air. Philomel dropped onto her rump, covering her head with her hooves. Thunderhead darted around skittishly, looking this way and that. Death let out an eldritch roar and the ground beneath their hooves sprang to life. A giant black tentacle, spawned from the shadows, swept Pinwheel, Thunderhead, and Philomel up in its grip. The tentacle coiled tightly around them, lifting them high up into the air. Pinwheel's stomach churned at the sudden movement. Far below them, the bedroom door reappeared from the darkness. Death ripped the door open with a burst of green lightning. With a great sweep, the tentacle flung all three ponies through the portal.

Pinwheel collided with the hallway wall, leaving a large dent as she slid to the floor. The bedroom door slammed shut behind them, its lock clicking shut. Pinwheel's vision swam. A thin, branching fracture cut across the left lens of her glasses. Her entire body ached. Philomel and Thunderhead leaned over her. Pinwheel could see the guest room door through their transparent bodies.

"Pale Hoof…" Pinwheel gurgled, helplessly extending a hoof toward the locked door. The act of speaking was too much, though. Closing her eyes, Pinwheel slumped against the wall, unconscious.

* * *

><p>"This is bad. This is really, really bad!" Thunderhead paced back and forth down the hallway. Philomel hovered over Pinwheel, frowning at the blue mare. The violent hurtle back into the mortal realm had done nothing to reverse the aging curse. Pinwheel, wrinkled and gray, lay collapsed on the hallway floor, a large wound on her back. Pinwheel looked less like a young filly in her prime and more like shriveled old mare on the cusp of death. The sight made Philomel shiver. Thunderhead turned sharply toward Philomel, his eyes wide, "We shoulda kicked her out as soon as we found her!"<p>

"She caught us off guard, Thunder." Philomel answered, "Boss didn't tell us he put a portal in her house."

"Did you see how angry he was?" Thunderhead spluttered, "I was surprised he didn't just gobble us up! And look at her…" Thunderhead gestured to Pinwheel, "If the aging curse doesn't get her, that wound will. And we don't have any way to help her!"

"Yes, we do."

"We're ghosts, Phil! We can't even touch her!"

"But that doesn't mean we're powerless!" Philomel barked. Thunderhead took a step back, surprised. Philomel took a deep breath, smoothing back her pink curls, "There's a whole town full of people who can help us. We just need to ask."

Thunderhead gazed down at Pinwheel. "I don't think there's a unicorn in this town powerful enough to reverse a god-level aging curse." Thunderhead trotted over to Pinwheel's side. He lowered his head, touching his muzzle to mane. Predictably, he phased through her, "I can't even feel if she's breathing."

"Nothing good's going to come of standing around and waiting." Philomel replied, "I don't know much about Ponyville, but do you remember that news story the Manehattan Times printed a few weeks before we died?"

Thunderhead frowned at Philomel. "How am I supposed to remember somethin' like that?"

Philomel rolled her eyes, sighing. "It was all over! The story about Nightmare Moon?" She replied. Thunderhead answered with another blank look. Philomel covered her face with her hoof, "You didn't read the paper much when you were alive, did you?"

"Who cares about my paper reading habits? Tell me about Nightmare Moon." Thunderhead rolled his eyes.

"The six ponies who defeated her came from this town. If there's a pony here strong enough to take down Nightmare Moon, there's a pony strong enough to reverse an aging spell."

Thunderhead frowned, staring down at the aging Pinwheel. "Don't die before we get back, okay?" He nudged her head, his muzzle phasing through her. Sighing, he turned back to Philomel, "Let's find these ponies, then."

* * *

><p>Twilight's bedroom closet was a testament to her tidiness. All along the floor of her closet, her boots stood sentry, arranged in perfect lines from red to indigo. Her clothing, likewise, hung in perfect arrangements. Twilight never mixed her sleepwear with her outdoor wear or her outdoor wear with her formal wear. Her saddles hung separately from her scarves and Celestia forbid she get her scarves mixed up with her dresses. Spike watched her from his bed as she paced nervously back and forth in front of her closet, her gala dress floating telekinetically at her side. "Come on, Twilight. Just stick it in the closet and go to bed! It's past midnight!"<p>

Twilight turned to face her assistant. "You don't understand, Spike!" She sighed, looking at the rumpled, stained gala dress. The chaos caused by her friends had left her dress looking battered, trampled, and all around ruined. Twilight's chest hurt every time she looked at the dirt stained hem and the broken star barrette. "It's so dusty – if I hang it up, it'll get my other dresses dirty. But Rarity said to always hang it up, never leave it just lying in a hamper! And I would never mistreat a gift from a friend!"

Spike rolled his eyes. "Then just leave it out."

"Spike!" Twilight huffed, "Clothes go in the either the closet or the laundry bin. Leaving things out is just…disorganized! Speaking of which…" She pointed to Spike's miniature tux, which lay crumpled in a heap by his bedside. Spike looked down at the tux and then back at Twilight.

"I'll take care of it in the morning…" He sighed with another eye rolling, flopping down on his pillow and pulling the blanket up over his head. Sighing, Twilight picked up the tux and shook it out.

"Really, Spike, you should learn to take better care of your things…" Glancing back at her closet, Twilight's eyes lit up. Gently shoving her clothes to the side, she made room for the tux and her dirty gala dress. Summoning a pair of clothes hangers over, she stowed the two garments and nodded approvingly, "Perfect! I'll just take those to the cleaners tomorrow." As she closed her closet door and headed for bed, though, the light fixture above her head began to flicker. Blinking, Twilight looked up.

"Stop flicking the light on and off, Twi, I'm trying to sleep." Spike groaned from his basket.

"I'm not doing it, Spike. Looks like we've got a bad bulb." Twilight concluded, "Don't worry, I'll get it." Just as she turned toward the stairs, though, the light went out, plunging the library into complete darkness. Spike let out a happy sigh.

"That's better. Just…keep it like that."

"You know…I'm sure I just changed that bulb…" Twilight mused, rubbing her chin with her hoof, "Oh well." Shrugging her shoulders, the purple unicorn summoned a candle from her bedside table and lit the wick with her horn. The little candle glowed softly in the dim library. Shadows flickered across her bookshelves and under her furniture. As Twilight approached the staircase, though, her light fell across two strange figures standing below.

There, at the bottom of the stairwell, stood a sturdy, purple male pegasus and a slim, cream colored unicorn mare. Twilight stopped in her tracks, staring down at the two ponies. "Uh, how did you two get in here?" She asked, half laughing. The two ponies stared at her uncertainly and exchanged glances, "I'm sorry, but the library is closed now. You can come back in the morning, though!"

The cream unicorn looked at her companion, who nodded, then back up at Twilight. "You're the unicorn who defeated Nightmare Moon, right?" Her voice echoed slightly in the library, lending an unearthly cadence to her words. Twilight paused, frowning. Squinting, she peered closer at the two ponies. They didn't look like any ponies she'd met in Ponyville. Now, of course, Twilight couldn't claim to know everypony in Ponyville, but she never forgot a face. As she was looking, though, something struck her. Perhaps it was a trick of the light, but she swore she could see the bookcase through the unicorn's face – like peering through a murky window.

"Well, yes…That would be me." Twilight answered, suddenly uncertain. The more she looked, the clearer it became. The two ponies before her were transparent. She could almost read the spines of her books through the unicorn's head, "You two are a bit…um…see-through. Is that some kind of invisibility spell?"

The unicorn glanced back at her pegasus friend. "Uh…sure. Invisibility spell."

"Well! I'm not sure why you're in my house…at midnight…using an invisibility spell, but, uh, come back tomorrow and I'm sure I can help you with whatever you need!"

"We need a good magician." The pegasus said. His voice, like the unicorn's, echoed as though he were speaking from inside a large cave, "And we need one pronto."

"Well, I'm good at magic. I guess you could call it my element!" Twilight giggled nervously. The two ponies didn't look armed, but Twilight still didn't want to go down to meet them. The pegasus was easily twice her weight and, while the unicorn was small, the two of them could probably easily physically overpower her and Spike. Twilight glanced around. The loft had one door, which lead out onto the balcony. If the two intruders turned threatening, Twilight would have no choice but to jump from the second story. She could hear her legs breaking already, "Listen, if it's not urgent, I would really like to get to bed and…"

"It's urgent." The pegasus replied, not even waiting for her to finish. Twilight swallowed hard. The pegasus took a step forward, his hoof landing on the first stair, "Listen, miss, this is gonna be hard to believe and I understand that you probably don't trust us, but…"

Twilight staggered back. "Listen, I don't know why you two are here, but sneaking into someone's house late at night with an invisibility spell doesn't…"

"Wait!" The unicorn cried out. Spike sat up in his bed.

"Twilight, who are you talking to?"

"Wait." The unicorn urged, gazing pleadingly at Twilight, "We're not using a spell. We're dead. We're ghosts come back from beyond the grave and we need your help."

Twilight narrowed her eyes. "I don't believe in ghosts. They're just old pony tales for fillies to tell around the campfire."

"Well, start believing because here we are." The pegasus answered, "I don't care if you believe or not, miss. Our friend's in trouble and only a powerful magician can help her. Are you in or not?"

Twilight's frown deepened. "…What's wrong with you friend?"

"An aging curse." The unicorn answered, "Any pony who enters the realm of the dead before their time is cursed to age and wither until they fade away. Our friend stumbled into the realm by accident and now she's growing older by the second. You're the unicorn who beat Nightmare Moon, so you're the only one here powerful enough to reverse it."

Twilight peered suspiciously down at the two ponies. "And who is this friend?"

"Pinwheel." The pegasus answered without hesitation, "If you're going to help, you've got to hurry! We're running out of time!"

Pinwheel. The name struck Twilight like a stray baseball. She turned swiftly toward Spike. "Spike, I'll be back as soon as I can. A friend needs my help!" Spike flopped back over on his pillow, mumbling a reply and waving Twilight off with his claw. Twilight hurried down the stairs. She looked pointedly at the two ponies, "Now, I don't know who you two are and I'm still not sure I believe in ghosts, but if there's anypony who could get to the land of the dead, it's Pinwheel. Pinwheel's my friend, so if you say she's hurt, I have to look out for her. So let's go!"


	19. The End of the Dance

Twilight rushed out the door the moment the carriage touched down. Princess Celestia, accompanied by four pegasus guards in full armor, stepped out of the carriage. Nearly tripping off the side of the porch, Twilight galloped to the Princess's side. "Thank goodness you're here, Princess!" The purple unicorn gasped, "I need your help!"

"I came as soon as I got your letter, Twilight Sparkle." Celestia answered, nuzzling her student. Twilight managed to smile. Slowly, Princess Celestia turned her head toward the house, "Now…what is this problem that's causing my star student so much worry?"

Twilight's smile faded. "Well, uh…please come with me, Princess." Turning, Twilight lead Celestia up the front steps into the cottage. Celestia ducked her head as she passed through the doorway. The hall ceiling just barely cleared the tip of her horn. There, in the hallway, lay Pinwheel. She blinked her foggy blue eyes as Celestia approached, letting out a wheezing breath but unable to form any words. Twilight frowned, "She was unconscious when I found her. I was able to wake her up, but…well, this is a spell too powerful and complicated for me to reverse."

Celestia nodded. "I see." She gazed down at Pinwheel, her normally gentle face set into a stern mask, "You're my best student, Twilight Sparkle, but this is a curse only I could undo." Twilight nodded, stepping back to give the Princess room. With that, Celestia closed her eyes. The tip of her horn glowed brilliantly, illuminating the dark hallway. With a sweep of her long, elegant neck, Celestia touched her horn to Pinwheel's forehead. Illumination enveloped the aging blue mare. The light rushed over Pinwheel's skin, erasing the wrinkles and restoring color to her mane and pelt. Celestia's spell even sealed the wound on Pinwheel's back. When the light faded, Pinwheel shakily rose to her feet, her youth restored. Celestia shuddered violently. Twilight rushed to her mentor's side.

"Are you all right, Princess?" Twilight asked.

"It's difficult to undo such powerful magic, even for me." Celestia answered. Straightening her neck, she looked down at Pinwheel, "Are you all right?"

Pinwheel looked down at her newly restored limbs, blinking her cataract-free eyes. "I feel…I feel fine." Pinwheel mumbled. Gently, she touched her hoof to her face. Suddenly, as if realizing whom she was talking to, Pinwheel's neck jerked up, "Princess! Why are you here? I haven't cleaned up the house or anything! And Pale Hoof – "

Celestia reached out, placing a hoof gently on Pinwheel's head. Pinwheel fell silent. "I want you to tell me exactly what happened. Nothing more, nothing less."

Slowly, Celestia lowered her hoof. Pinwheel swallowed, smacking her dry lips. "Well…" She began. Pinwheel caught sight of Twilight, standing slightly behind the Princess, "Can…er, is Twilight allowed to hear this?" Celestia nodded. Pinwheel took a deep breath, then continued, "Well, I did just what you asked. I went into Pale Hoof's realm, like you asked, to talk with him about why he did what he did."

Twilight took a step forward. "Um, pardon me, Princess, but Pale Hoof did something wrong?"

"Unfortunately, yes he did, Twilight Sparkle." Princess Celestia answered, violent eyes closing. She nodded to Pinwheel, "Please continue."

"He wasn't there. Instead I met…well, I met someponies I know. I tried to get them to tell me where Pale Hoof was, but they just told me to leave. By that time, I was feeling really weak and, when he finally showed up, I wasn't even strong enough to say anything. Before he threw me out of his realm, he mentioned something about having 'work to do'."

"Did he say what this work was?"

"No, Princess."

Before Pinwheel could say anything else, though, one of Celestia's guards burst through the screen door. The door smacked loudly against the wall, causing the whole house to shake. Twilight let out a startled yelp. The guard galloped up to the Princess, panting heavily. "Your Majesty, we've just received terrible news from Manehattan." The guard panted, clutching his chest, "There's been a flood of major proportions. A quarter of the city's been drowned."

Celestia stared blankly at the guard. "…Where did you hear this?" She asked, her voice deathly quiet.

"A messenger just came from the palace." The guard gasped, "But that's not it, Your Majesty. There's word of gale force winds in Cloudsdale and a fire raging in Trottingham."

"What? All of this at the same time?" Celestia asked. Pinwheel couldn't read the Princess's expression. The corners of her mouth quivered and her violet eyes, normally so wide and placid, trembled in their sockets.

"Yes, Majesty."

Celestia touched a hoof to her mouth. She gazed silently at her hooves, unable to speak. She lowered her head, her free-floating rainbow mane drifting in front of her face. "Pinwheel." She said finally after several seconds of silence, "This portal that Death made for you. Will you show me where it is?"

"Of course, Princess." Pinwheel crossed the hallway, putting her hoof against the guest bedroom door. Pinwheel gripped the door handle with her teeth, giving it a tug. The door remained firmly in place. Pinwheel looked up at the Princess, dejected, "He locked it, though. I don't think all the polite knocking in the world will open this thing."

Celestia turned toward the door. A yellow glow surrounded her horn. Light enveloped the door knob. The knob popped off like a kernel of corn, flying free of the door frame and bouncing on the floor. Pinwheel leapt to the side to dodge. The door shuddered in its frame then creaked inward, revealing the black abyss. Except that it wasn't so much an abyss anymore. The dark void swirled with activity. A storm of light tumbled through the void. Great streams of tiny lights, all different colors, pulsed in the darkness, whirling around as though caught in a tornado. Though the lights were no bigger than your average firefly, the swarm's brightness was enough to make Pinwheel's eyes water. Neither were the lights quiet. The noise began as a mournful rumble, but quickly grew into a deafening roar that shook the house. Pinwheel clamped her hooves down over her ears. Beside her, Celestia growled.

Twilight gaped at the spectacle. "What…what is that?" She asked, glancing feverishly up at the Princess.

"It's the realm of the Dead, Twilight." The Princess answered, her voice low, "And those lights are…"

"Souls. They're the souls of ponies." Pinwheel finished, lowering her hooves. She'd been so distracted by the brightness and the noise, she'd barely noticed the figure standing in the center of the blaze. Death stood in the heart of the storm, his hood thrown back to expose his ancient yellow skull. The ragged hem of his cloak fluttered around his hooves, revealing small glimpses of his desiccated body. Scythe gripped in his teeth, he reared back and whipped the blade around. A horrible scream ripped through the darkness as part of the storm collapsed, "That's him, he's…"

"I will put a stop to this." Celestia growled, taking a decisive step toward the door.

Twilight dashed to the Princess's side. "Wait, Princess!" The purple unicorn gasped, "You aren't going to fight him, are you? That's the realm of the Dead! You can't go in there! Who knows what will happen?"

"I have to stop him, Twilight Sparkle." Celestia answered. Pinwheel stared up at the Princess.

"Then let me get my friends! Surely the Elements can help!" Twilight pleaded. Celestia shook her head.

"I won't put my faithful student in danger unless I have to." She replied. Gently, she stroked Twilight's mane, "Stay here with Pinwheel." Lowering her head, Twilight backed off. Eyes still to the ground, she joined Pinwheel by the door. Taking a deep breath, Celestia strode toward the door. She hesitated a moment before stepping across the threshold into the darkness. A bubble of light formed around the Princess, warding off the sticky darkness that Pinwheel had struggled with. Twilight sucked in her breath, turning to look at Pinwheel.

"She'll be all right, won't she?" Twilight asked. Pinwheel stared at the ground.

"I don't know."

Celestia pushed into the darkness, making her way slowly toward Death. "Death!" She yelled. They could barely make out her voice beneath the screams of the souls. Twilight pressed her body against the door frame, chewing her bottom lip as she watched. Pinwheel could only stare, "DEATH!"

Death, finally noticing the foreign presence in his realm, twisted around. The two beings regarded each other coldly, neither speaking nor moving. Death let out a thunderous growl. "_CELESTIA._"

Celestia stood firm, her wings at full spread. "This has gone on long enough." She proclaimed, "You will return the souls of those ponies to Equestria."

A low rumble trembled through the void. It took Pinwheel a moment to realize Death was laughing. "_YOU PRESUME TO ORDER ME AROUND IN MY OWN REALM?_" He asked, a kind of hideous glee in his voice, "_ADORABLE_."

Celestia wavered. She shifted her hooves uncertainly. "I…will not allow you to massacre my citizens!" Celestia answered after a short pause. Death laughed again. His laugh set Pinwheel's teeth on edge, "These disasters – the flood, the fire, the winds – are all thanks to you. If you bear a grudge against me, we should settle it face to face. I will not let you steal the souls of my ponies to satisfy your urge for revenge."

Death threw his head back, letting out a deep, reverberating laugh. "_REVENGE? WHAT REVENGE? YOU KNOW NOTHING OF ME, CELESTIA. I MERELY WISH TO RETEACH EQUESTRIA THE FEAR OF DEATH_."

"What you're doing is murder!" Celestia cried out. If Death had lips, he might have smiled.

"_DEATH, CELESTIA, IS INEVITABLE. WHAT DOES IT MATTER IF I REAP A FEW SOULS EARLY?_" He whispered, "_WHAT WAS IT THAT YOU SAID EARLIER? IF YOU HAVE ISSUES WITH WHAT I DO, YOU OUGHT TO SETTLE IT WITH ME PERSONALLY. PRACTICE WHAT YOU PREACH, MARE."_

Celestia grit her teeth. "I had hoped it wouldn't come to this." Rearing back, Celestia stamped her hooves against the ground. A pulse of light erupted from the surface of her bubble shield, sending a golden ray ripping through the darkness. The ray struck Death full on. He stumbled back a few steps, quickly regaining his composure. The storm of pony souls above them flew into chaos, with souls breaking off from the stream and flying everywhere. Death let out a hiss. Extending his bony, membranous wings, he leapt into the air. Celestia took off after him.

Death flew in great arcs through the darkness, leaving massive arcs of green lightning exploding in his wake. Celestia dodged the bolts, weaving erratically across the sky. With a sweep of his scythe, Death sent bursts of electricity crackling through the void. Celestia wove past them, her wings straining. The darkness clung to her feathers like oil. Her muscles tensed, her wings pumping extra hard to keep her airborne. Where Death sailed easily through the dark, Celestia strained. Her bubble shield couldn't protect her from the gunk collecting on her wings. Slowly, as it built up, she began to falter. Flapping desperately, Celestia struggled to keep afloat as Death soared in circles around her. Finally, summoning a light from within her, Celestia unleashed another pulse, blowing the gunk off her wings and sending Death spinning out of control.

He fell into a nosedive, just barely regaining control before he hit the ground. He swooped back up to meet Celestia. Green electricity crackled across his ancient bones. "_GIVE UP_." Pale Hoof spat. His body glowed an unearthly green. Celestia flapped opposite him, her warm, yellow glow flickering.

"Not until you bring those ponies back to life!" She gasped.

"_THEN YOU ARE AN EVEN BIGGER FOAL THAN I THOUGHT_." With that, Death unleashed a burst of lightning from the blade of his scythe. Celestia dodged to the right, but the lightning clipped her wing. Her feathers burst into green flames. Celestia let out a howl of pain as she began to plummet. She struck the ground with a sickening crack, her left wing reduced to sparking green cinders. Death touched down across from her, letting out a deep, wheezy chuckle. The Princess struggled to her feet, taking a few rushed steps forward before her knees buckled beneath her.

Twilight let out a gasp, tears streaming down her cheeks. She lunged forward, but Pinwheel seized hold of her. "Let me go!" Twilight sobbed, jerking toward the door with all her might, "He's going to kill her – let me go!"

"If you go in there, you'll die!" Pinwheel whispered. Twilight let out an anguished howl, collapsing in Pinwheel's hooves. Pinwheel could only stare.

Death circled Celestia, chuckling over the fallen princess. Barely still conscious, Celestia fought to stand up, but couldn't. Her legs would not support her. The Princess's free floating multicolored mane hung limply around her face, its colors drained. "_THIS IS MY REALM, CELESTIA._" Death boomed, coming to a stop in front of the princess, "_AND NO PONY – NOT YOU OR ANYPONY ELSE – TELLS ME WHAT TO DO IN MY REALM."_

"You…you murderer!" Celestia barked hoarsely, glaring at him from beneath her wilted mane, "You've killed innocent ponies and for what?"

"_NOTHING I DO IS WITHOUT PURPOSE, CELESTIA. EQUESTRIA WILL SOON REMEMBER THE FEAR OF DEATH._" He crept closer to Celestia, lowering his head to look into her eyes. Celestia stared defiantly into the Reaper's face. The Celestia sprawled on the ground was not the same Celestia who'd entered the abyss. Her bubble shield had broken. Even her natural ambient light was beginning to fade. Wrinkles lined the Princess's once youthful face and skin sagged on her knees. The colors in her mane had faded almost entirely now. The Celestia on the ground now was but a grey husk of her former self, aged to the point of being unrecognizable, "_AS FOR YOU, PERHAPS YOU WILL BE THE FIRST TO LEARN THIS LESSON. NO GIFT I'VE GIVEN CANNOT BE TAKEN AWAY, CELESTIA. HOW DOES IT FEEL TO AGE LIKE EVERYPONY ELSE?_"

"You're a monster." Celestia breathed, her voice wheezy with age, "You're going to tear Equestria apart."

"_ENOUGH._" Death turned his back on the Princess. Tendrils of darkness leapt up from the ground, wrapping themselves around Celestia's legs and wings. The princess let out a cry, thrashing helplessly. Slowly, the tentacles began pulling her into the ground.

Twilight let out a shriek. "Pinwheel, do something!"

Pinwheel's body reacted before she even had time to think. She lurched forward, releasing her friend, and galloped head on into the abyss. Her hooves stuck to the ground, just like before, but she pressed forward anyway. Reaching the princess, she tore into the tendrils, ripping them off with her teeth. Pinwheel clamped her jaws down on Celestia's good wing and, not caring about the taste of blood in her mouth, began trying to tug the Princess free.

Death stared, too stunned to move. "_PIN…_" He muttered, "_PINWHEEL…?_"

Pinwheel jerked hard on Celestia's wing, pulling with all her might. Even so, the Princess continued to sink, letting out shrill cries as her face began to slip below the surface. Pinwheel gave a final, hard tug before letting go. "Pale Hoof!" Pinwheel screamed, her voice cracking, "Let her go! Let her go RIGHT NOW!"

Death hesitated a moment. Then, Celestia began to rise back up out of the ground. The Princess gasped for air, tears dribbling off the end of her muzzle. "_PINWHEEL, I…_" Death began. Pinwheel held up a hoof to silence him.

"I don't want to hear it!" She shouted, "If you…if you don't fix everything right now, I'll never speak to you again! I swear it!"

"_PINWHEEL…"_

Pinwheel stomped her hooves. "Now! Fix the Princess, fix those ponies, or we're finished!"

Death looked around. The blade of his scythe glowed and, one by one, the clouds of souls began to vanish. The screaming and howling of the ghosts faded, plunging the realm back into deathly silence. Last of all, Pale Hoof lowered his scythe. He crossed over to Celestia, touching his muzzle to hers. The Princess stared up at him, barely able to lift her head. Gently, he breathed on her. Celestia's skin tightened, her wrinkles vanishing. Color rushed back into her mane, which lifted weightlessly off the ground. Fresh feathers grew over her burnt wing. Slowly, the Princess rose to her feet, her legs wobbling. Taking a deep breath, the Princess looked Death in the eye.

"What you've done here is unforgivable." Celestia whispered.

"_SAVE THE LECTURE, CELESTIA_."

"You're right. I'll let Pinwheel handle that one." Celestia answered, "But I will tell you this. I never want to see you in Equestria again. You're nothing but a danger in the mortal world. This incident has more than proven that to me."

"_YOU THINK YOU CAN STOP ME?"_

"I do. Do not forget, I have the Elements on my side." With that, Celestia stepped back through the portal. Twilight rushed to her mentor's side, sobbing openly into the Princess's white coat. The Princess stroked Twilight's mane, nodding to Pinwheel as she lead the weeping unicorn out of the hallway. Pinwheel turned back to Death. He hadn't moved an inch after Celestia said the word 'Elements'. For a moment, the two of them regarded each other, neither daring to speak. He lowered his head, staring at the floor rather than meeting her eyes.

Pinwheel cleared her throat. "You want to explain your little, uh, freak out there, Chuckles?"

Death was silent. He scuffed his hoof against the ground. "_YOU OUGHT TO LEAVE BEFORE THE AGING CURSE BEGINS AFFECTING YOU AGAIN. I CAN ONLY PROTECT YOU FROM IT FOR SO LONG._"

"Oh, Celestia forbid the curse hurts me. You were just fine with letting it sap the Princess." Pinwheel glared at him over the rims of her glasses, "What were you even thinking? Princess Celestia controls the sun itself! Who would start the sunrise if she died?"

"_I WAS NOT…"_

"Right, you weren't. You weren't thinking at all." Pinwheel turned, pacing back and forth. The sticky ground made it difficult to walk, but she couldn't force herself to stay still, "All those ponies. All that damage. You were willing to plunge Equestria into eternal darkness and for what, Pale Hoof? For what? Because you were saddle sore over a few ponies acting rude to you?"

Death lowered his head. "_THAT WAS…I DO NOT THINK THAT…_" He struggled to find words, "_PINWHEEL, I DO NOT THINK YOU UNDERSTAND…_"

"I understand. You _want_ to be Mr. Big and Scary, right? You _want_ ponies to flee at the sight of you." Pinwheel finished, "I didn't even realize that until tonight. Here I was, pushing you to make friends, trying to get the ponies of Ponyville to accept you. I thought that was what you wanted, but I guess I was wrong. Really wrong."

"_THE OPINIONS OF MORTAL PONIES HAVE NEVER MATTERED TO ME. THEY LIVE AND DIE SO QUICKLY, IT IS AS THOUGH THEY NEVER EVEN EXISTED TO BEGIN WITH._"

"So, what? You did all that stuff – going to school, helping out with Winter Wrap Up, attending the gala – just because I wanted you to?"

"_YES_."

Pinwheel frowned at him. "You keep saying that mortals don't matter, that they live and die too fast for you to care, but…I'm mortal. Those ponies you killed were just like me. They had lives and families, friends and job. You protect me from curses and resurrect me whenever I have an accident, but you're willing to kill thousands of ponies just like me so you can make a statement." She replied, "You do things because I ask you, you care about my opinion, but I'm still nothing but a mortal pony."

"_THAT IS A LIE. YOU ARE DIFFERENT_."

Pinwheel covered her face with her hoof, letting out an angry sigh. "No, I'm not! That's the point, Pale Hoof! I'm just a pony! I'm not powerful like Twilight. I can't fly like Rainbow Dash. But just because I'm mortal doesn't make me worthless! Those ponies you killed were all like me. They all deserve to live their lives, but you…you sacrificed them for the sake of your ego! I can't forgive that, Pale Hoof! You can't just treat mortals like numbers!" Hot tears began streaming down Pinwheel's cheeks. Her glasses fogged up. Delicately balancing her glasses on her hoof, Pinwheel wiped the lenses on her pelt, "If I'm the only mortal you care about, it's no wonder you don't fit in. Everypony has an important life, just like mine."

"_I…DO NOT UNDERSTAND_."

Pinwheel gazed up at him. He watched her, head slightly tilted. She couldn't read his expression, for he had no face to read. In his skeleton form, he didn't even have ears. Pinwheel could barely stand to look at him. Wiping the tears away with her hoof, she squeezed her eyes shut. "That's why…" She began, chest hitching, "That's why it's better if you don't come back. If I'm the only mortal you care about, then there's nothing stopping something like this from happening again."

"_THEN…YOU AGREE WITH CELESTIA._"

"Yes."

"_YOU ARE LEAVING ME_."

"I don't see any other option. You can't come to Equestria and I can't come visit you. If I stay here too long, even with your protection, I'll age and die."

"_THERE ARE OTHER OPTIONS. I COULD MAKE YOU IMMORTAL. WE COULD LIVE HERE TOGETHER. I CAN GIVE YOU ANYTHING YOU WANT HERE."_ Pale Hoof turned to the side, waving his hoof to demonstrate. Black pinwheels, formed from the void itself, sprung up like flowers from the ground. They spun, rattling just like real pinwheels. With another wave of his hoof, Pale Hoof dismissed them. They sank back into the earth, "_SEE?_"

Pinwheel shook her head. "I'm not like Celestia. I don't control the sun or the moon or anything important like that. I'm not even magic. Giving me immortality would be breaking the rules."

"_YOU ARE CORRECT…_" Pale Hoof stood silent after his response. After the pause he began to open his mouth as if to say more, but stopped himself.

"It just…" Pinwheel sighed, "It's just not going to work." Gazing at Pale Hoof sadly, Pinwheel turned and walked back toward the portal. She gazed back at him one last time before shutting the door.

* * *

><p>-End Part 2-<p>

"Danse Macabre"

Thanks for Reading!


	20. Interlude

**INTERLUDE**

****_The Birth of Pale Hoof_

* * *

><p>Pinwheel closed the door behind her. Pale Hoof stared after the little blue mare, watching her as she closed the portal. The door clicked shut and faded into the darkness, as if it had never existed. All around him, the empty void stretched in silence. No voices or movement stirred the darkness. He stood all alone on the tiny island of light generated by his glowing bones. He remained still, staring at the spot where the door had been. Finally, after what felt like lifetimes, a small presence stirred beside him.<p>

Thunderhead phased into existence, his dark purple body giving off a slight glow. "H-hey , boss…" Thunderhead began tentatively, taking a step toward the Reaper, "You all right, boss?" Philomel phased in slightly behind him, peering nervously over his shoulder.

"We saw what happened." Philomel muttered, staring pointedly at the ground. Death turned to look at them, his ancient neck creaking. Philomel let out a squeak of fear, ducking behind Thunderhead.

"_THEN THERE IS NOTHING TO DISCUSS._" Pale Hoof answered. Thunderhead frowned.

"But, boss…you about near killed a princess. Not to mention your marefriend broke up with you." Thunderhead glanced to the side, rubbing his chin in thought, "Dang, breaking up with Death. Pinwheel's got some stones, doesn't she?"

"_I DO NOT WISH TO DISCUSS IT._"

"Well, shoot. You know you can talk to us, boss." Thunderhead continued, "We won't tell anyone. Not really much to tell anyway. Gossip circles are terrible in Heaven."

"_LEAVE ME BE_."

Philomel poked Thunderhead's flank. "Um…we should probably get going…" Thunderhead waved her away.

"I'm just sayin', if you need a listenin' ear, boss, I'm here for you. I remember when my first marefriend broke up with me. Shoot, I cried for days. We were only together for a week, but what a week it was…" Thunderhead trailed off, jabbering on and on about his breakup. Pale Hoof let out a low growl, but even that slipped Thunderhead's notice. Letting out a bone-shattering roar, Pale Hoof whirled around to face Thunderhead, his cape flaring out behind him.

"_**I SAID 'LEAVE ME BE!**_'"

Thunderhead wilted instantly, his eyes widening and his pupils shrinking to dots. Quickly, the pegasus scurried backward. "Of course, boss. Sorry, boss. Didn't mean to bother you, boss." He turned sharply toward Philomel, "Let's split, Phil." Taking one final look at Pale Hoof, the two of them vanished. Finally alone, Pale Hoof sank down on his haunches. His shadowy cloak pooled on the ground around him.

"_PINWHEEL_…" He breathed. His voice echoed in the darkness. _Pinwheel…Pinwheel…Pinwheel_…The word grew quieter and quieter as it traveled further and further away.

Shaking his head, he slowly rose back to his feet. The silence pressed heavily against his body. She was gone. Nothing stopped him from simply reopening the portal and going to see her, but he could not force himself. Celestia's decree was one thing – Celestia had no power over him, so it was foolish of her even to try to order him around. But Pinwheel's word was something else entirely. '_It's not going to work_.' Those words rattled around inside his skull like an angry bee.

Of course she would listen to her Princess. The ponies of Equestria were nothing if not devoted. It made Pale Hoof grind his teeth in frustration.

He and Celestia had been friends once, centuries ago. It was a time so faint now in his memory that he could only recall scraps of it. Vaguely, he could picture it. Three foals playing in a palace garden – one white, one blue, one grey – none of them really knowing who they were or what they would become.

* * *

><p>"<em>Watch this!<em>" _The filly who would be Celestia spun in a small circle. Crouching down, she scrunched her face up in concentration. A gentle gold aura surrounded her horn. Overhead, the sun flared brightly. Everypony in the courtyard shielded their eyes. Luna, barely a toddler, laughed and clapped her hooves. Celestia puffed her chest out in pride. Above her, the sun's harsh glow dimmed. A grey alicorn colt, not much older than Celestia, nodded in approval. His green eyes shone with glee beneath his choppy black mane. None of the foals had their marks yet. Luna stumbled to her feet, beaming._

"_Watch…watch dis!" The tiny foal bumbled. She screwed up her face in concentration, her whole body straining with the effort of the spell. Her horn glowed. Overhead, the sky turned orange, then pink, then a deep blue. The grey alicorn clapped again, grinning at the tiny filly._

"_Mine's better!" Celestia insisted. With another wave of her horn, the sun rose back into the sky, taking its place directly overhead. The two fillies laughed, rolling over in the cool grass. The courtyard they played in was enclosed on all four sides. A portico ran along the sides of the courtyard, creating a shaded walkway for passersby. The flowerbeds in the courtyard flourished, overflowing with multicolored blossoms. A single, knotted willow tree stood in the center of the courtyard, its frills whispering gently in the wind._

_Celestia hopped back to her feet, shaking the grass clippings out of her baby pink mane. She bounced up to the grey alicorn colt, her violet eyes alight with curiosity. "So, what can you do?" She asked eagerly, "Do ya know any spells? Huh?"_

_The grey alicorn blushed. "I…I don't know." _

_Celestia pouted. "You gotta know _somethin'_!"_

"_I haven't ever tried…"_

"_Celly, come play wif me!" Luna whined, toddling over to her older sister. Celestia caught Luna in her hooves, cradling the tiny pony. Grinning, Celestia lowered herself down and let Luna climb up on her back. The two ponies romped through the courtyard, weaving in and out of the willow fronds. Luna cheered, clinging to her sister's mane. The grey alicorn watched with a distant smile. The two sisters dove, laughing, into the shade of the willow, but then fell silent. Frowning, the grey alicorn ducked beneath the willow._

_Celestia and Luna stood still just inside the willow fronds. There, on the grass beneath them, lay a small sparrow. Kneeling down, Celestia poked the tiny bird with her hoof. No response. The creature lay stiff and unmoving. Looking up at the grey alicorn, Celestia let out a thin cry. His frown deepened._

"_What's wrong?" He asked._

"_It's dead." Celestia answered, gazing down at the little bird, "It should be singing and flying, not lying on the ground!"_

_The grey alicorn approached the bird, nudging it with his muzzle. The sight of the corpse stirred something in his chest, an alien, electric feeling. Glancing up at Celestia, the grey alicorn smiled. "I can fix it." He reassured her. Celestia nodded, still frowning. Taking a deep breath, the grey alicorn reached down inside his chest, latching onto that sudden electricity quivering within him. Green arcs of lightning coiled around his horn. Leaning down, he touched the tip of his horn to the body of the bird. Lightning sparked all across the bird's tiny body. Celestia leaned in, eyes widening. _

_The bird's black eyes flicked open. It hopped back to its feet, tweeting as though nothing had happened. Spreading its wings, the sparrow fluttered onto one of the low hanging tree branches. Celestia's face broke into a wide grin. "That's a good spell, Pale Hoof!"_

* * *

><p>Yes, he could recall it now. The sunlit courtyard in the Everfree Forest, the ancient palace with its dark stone walls and column-lined porticos. Letting out a low moan, he shook his head. Those memories were more than a thousand years old now. The idea that he'd ever been anything but this, a skeleton in the dark, was almost absurd. After all, he was Death and Death had existed since life took its first wavering steps. If he had anything in his skull, the memories would have made it ache.<p>

He, Celestia, and Luna never knew who their parents were. All they knew was that Celestia and Luna were sisters. Pale Hoof was not related to them, though he shared the characteristic wings and horn. The rulers of the time, three representatives of each pony race (Commander Hurricane, Princess Platinum, and Chancellor Puddinghead – yes, he could recall their names now), kept them sealed off in a wing of the palace in the Everfree forest. They saw no other ponies besides the servants and their magic tutor. However, their magic tutor changed fairly often. Their teachers often quit after seeing the raw power three young alicorns could generate. The servants avoided eye contact with them, performing their duties robotically, never speaking to the three foals. Thus, they had only each other for company.

Through keyholes and cracked doors, they observed the lives of the Equestrian royalty. In the throne room stood three thrones, each marked with the symbol of one of the pony races. Commander Hurricane, Princess Platinum, and Chancellor Puddinghead shared the position as ruler, consulting each other and their advisors on every decision. Ponies in splendid gowns and suits flocked to the palace, eager to mingle and swap stories with the illustrious founders of Equestria. The three alicorn foals, forbidden to go out in public, watched the balls secretly from beneath tables and behind balustrades. It did not take them long to figure out what made them different from the other ponies. Ponies often had wings or horns, but not both together. Officials quickly hushed any whispers of the word 'alicorn'. As far as anyone knew, no alicorns had been born in Equestria yet.

Through rumors and scraps of newspaper, they learned that alicorns were being born across the globe. Some nations celebrated the birth of an alicorn foal. Others, fearing the unnatural strength of alicorn magic, sealed them away or worse. The staff restricted them to their own specific wing of the palace, but they were never mistreated. Nopony spoke harshly to them (except when they were caught sneaking around) and, more often than not, they were left to their own devices. Of course there were rules – don't bother the staff, don't fly up on the rooftops, don't break anything – but they were the kind of rules any guardian would give a filly or colt.

They kept growing, though, and their burgeoning power forced the rulers to acknowledge them.

* * *

><p><em>Pale Hoof stood beside Luna and Celestia before the trio of rulers. Princess Platinum, Commander Hurricane, and Chancellor Puddinghead all sat upon their respective thrones, eyeing the three alicorns standing before them. Three for three. Pale Hoof could picture them the way they were when he first came to the palace – stately, proud, youthful, and full of hope for their new nation. Pale Hoof had only been a tiny colt then, shaking and terrified before the three powerful ponies. But while he'd grown taller and stronger, the three rulers had shriveled. They did not sit on their thrones – they sagged. Wrinkles pulled at their hides. Their faces looked like skulls with dark circles under their tired eyes.<em>

_Princess Platinum spoke first. She coughed delicately into her hoof. Her graying mane was pinned up with at least half a dozen diamond barrettes. A sumptuous red velvet cloak, lined with fur and beading, pooled around her creaky, old hips. "We summoned you three here today for a reason." She began, her voice moist and wheezy, "You three ponies were born with great gifts and the time has come to put those gifts to use."_

"_Exactly!" Commander Hurricane boomed, his voice gravelly and strong despite his age. He glinted in heavy Pegasi armor, his face half-hidden by his helmet. Pale Hoof could still see the taut muscles beneath his sagging skin, "We've been keeping an eye on you three ever since you came here. For the longest time, none of us knew what to do with you. But thanks to Clover the Clever and Smart Cookie, we've figured out a way to handle your…uh…"_

"_Gifts." Princess Platinum finished._

_Commander Hurricane grunted. "Gifts, right."_

_Chancellor Puddinghead cleared her throat. "All this time, we've been thinking inside the chimney. We need to think outside the fireplace! Outside the whole house, even!" The other two leaders stared at the Chancellor, who grinned, "It's time for you silly fillies to start serving Equestria. Clover?" Clover the Clever stepped forward from her position beside Princess Platinum's throne. Smiling, she bowed her head to the three alicorns._

"_If what your magic teacher's told me is correct," Clover began, "You three could very well be the most powerful magicians in all of Equestria. We need that kind of power on our side."_

"_Just get on with it, Clover." Commander Hurricane growled. Clover glowered at him, but continued._

"_As you three know, it takes an immense amount of magic to raise and lower the sun every day. We need whole teams of unicorns just to accomplish it. The Daylight and Evening teams are so exhausted after each sunrise and sunset that they can barely walk. And it's only getting harder." Clover sighed, gazing down at the marble floor, "Celestia, Luna…your tutor told me that you two show a great aptitude for manipulating light and shadow. If you could aid the unicorns in creating dusk and dawn, it would take a lot of strain off our magicians."_

_Celestia stared at the unicorn, eyes wide. Timidly, she glanced down at Luna. Luna, who only reached Celestia's shoulder, peered up at her sister. Nervously, Celestia shuffled her hooves. "We…we'll do our best." The white alicorn replied uncertainly, "But…I've never brought about daylight before. And Luna's younger than I am…How will she be able to control the night?"_

"_You won't have to do it alone." Clover reassured them, "Our Daylight and Evening teams will be there to back you up."_

_Luna nuzzled her big sister, "This might help us get our cutie marks, sister." The small, blue alicorn whispered. Celestia smiled nervously._

_Pale Hoof stared at them, frowning. Finally, he took a step forward. "And what about me?" He asked, gazing down at Clover. Clover glanced sideways, rubbing her neck in embarrassment._

"_Well, you see, Pale Hoof…" She began, "Your magic teacher tells me you're very powerful, but…well, she says you don't really have an aptitude for light manipulation. You can try to help if you wish…"_

"_I have plenty of spells. Powerful spells." Pale Hoof answered, "I can offer more than just helping to change night to day."_

_Princess Platinum narrowed her eyes at him. "Is that so? And just what are these powerful spells, young man? The magic tutor we hired told us he didn't teach you three any advanced magic."_

"_I am not a fool. I can teach myself." Pale Hoof answered. Princess Platinum drew back, eyes widened at his boldness. Pale Hoof thought for a moment, going over all the spells he knew. One stood out very vividly in his memory – that one sunny afternoon where, as a filly, he'd brought a sparrow back to life, "I know spells that can bring the dead back to life. Not just ponies. Animals too."_

_Clover's eyes widened. "That's…that's impossible, though. Life magic is too difficult for just one pony to perform. And nopony's ever brought somepony back from the dead. My master, Starwswirl, tried, but even he wasn't powerful enough to do it."_

"_I was able to do it when I was just a foal."_

"_Lies." Commander Hurricane spat, "Starswirl was the best magician in Equestria. You may be an alicorn, but you have not received his level of magical training."_

_"Peace, Commander." Princess Platinum shot a glare at the pegasus. Commander Hurricane grumbled, but did not respond, "It does seem a little…hrm…improbable that you would be able to perform that level of magic, Pale Hoof. If our best magicians weren't able to bring something back from the dead, what makes you think you can?"_

"_I've done it. Celestia and Luna can vouch for me." He gestured to the two alicorn sisters. Celestia lowered her head, letting her pink mane fall in front of her face. The leaders eyed them._

"_Is this true?" Commander Hurricane growled._

_Celestia shuffled her hooves, "I..I don't know. I remember him bringing a sparrow back to life, but it was a long time ago. I was only a filly."_

"_I understand. Fillies are prone to imagining things." The Princess replied. _

_Pale Hoof stamped his feet on the tile. "Bring me something, then. Anything! I'll make skeleton dance if I have to!"_

"_Hold your tongue, colt!" Commander Hurricane spat, "Very well. Bring the colt something to test his supposed magic on. Clover?" He gestured to the unicorn. Clover glanced around, frowning. Catching sight of a wilting houseplant in the corner of the room, she cantered over to the pot, pushing it out from the corner and toward Pale Hoof. The palace staff had seemingly forgotten the fern, as it stood limply in the ornate vase, fronds drooping sadly. The tips of its fronds were turning a crusty brown. Pale Hoof frowned at the plant. Commander Hurricane squinted at him from atop his throne, "Well?"_

"_It can't be a plant. It has to…" Pale Hoof paused, trying to think of the word, "That is, plants don't have…"_

_Commander Hurricane rolled his eyes. "I've heard enough, then. Celestia, Luna, you heard Clover. Starting tomorrow, you'll be helping raise and lower the sun. As for you…" He stared pointedly at Pale Hoof, "I'd start working on your attitude." With a grunt, Commander Hurricane hopped off of his throne and trotted toward the door. _

_The other two leaders followed. Princess Platinum beckoned to Clover. "Come along now, Clover."_

_Pale Hoof lurched forward. "Wait! I can do it! It just has to have a soul! I can't bring back something with no soul!" He cried out, but the leaders were already gone. He sighed, lowering his head. Gently, Celestia placed a hoof on his shoulder, "Plants don't have souls…"_

"_It's all right." Celestia comforted, offering him a smile. Pale Hoof did not smile back, "I'm sure they'll find something for you to do."_

_Pale Hoof glared at her. "Why didn't you vouch for me? You've seen me do it."_

_Celestia huffed. "Well…it was a long time ago! And it could have been a one time thing." She answered, removing her hoof, "Besides…Commander Hurricane would have put you to the test anyway."_

"_You came away clean while I made a fool of myself." Pale Hoof growled. Celestia frowned deeply._

"_I hardly think that's my fault! I…" Celestia paused midsentence when Luna tugged on her tail. She glanced back at her little sister._

"_I think we ought to leave Pale Hoof alone, big sister." Luna suggested. Celestia let out a sigh, then turned back to Pale Hoof._

"_Talk to me again when you're not in such a bad mood." Head held high, she strutted past him. Luna made to follow her, smiling tentatively at Pale Hoof._

"_I believe in you." The small, blue alicorn mouthed as she passed, trailing after her big sister. Celestia slammed the door behind them. Pale Hoof let out a low growl. Rearing back, he smashed the pot with his front hooves._

* * *

><p>As timid as Celestia had been when Clover first asked her, she raised the sun the next morning as though she'd been doing it every day of her life. The unicorns applauded and cheered for her, slapped her on the back, praised her for her talent. As luck would have it, that was the day she earned her cutie mark. A stylized sun symbol glowed on her thigh. Pale Hoof nodded approvingly when she showed him, but withheld any other praise. Even as a filly, Celestia had shown more than enough power to move the sun across the sky. She'd simply lost her confidence as she'd grown up. Luna, likewise, manipulated the moon and stars with incredible ease.<p>

Pale Hoof stood back and watched. With Luna and Celestia now single hoofedly raising the sun and moon, Equestria was now well aware of its alicorn residents. Of the three alicorns that lived in Equestria, Pale Hoof was the only one without a cutie mark.

While Equestrian society adopted and praised the two sisters, they left the strange, grey-coated alicorn in the dust. The sisters were a utility after all – no longer would unicorns have to devote their resources to raising and lowering the sun. Pale Hoof, on the other hand, was simply a burden. He was just as powerful as the sisters when it came to magic, but he had no special talent to devote to the Equestrian cause. He could feel power inside him, whispering deep, secret spells, but he had no idea where that power came from or even if they worked.

The years rolled on. Pale Hoof watched as the leaders of Equestrian continued to age. No amount of make up or jewelry could hide the deep wrinkles on Princess Platinum's face. Milky cataracts formed over Commander Hurricane's eyes. Chancellor Puddinghead, once bouncy and exuberant, now had to shuffle slowly with a cane. Only when Commander Hurricane crashed into a tower during an evening air patrol did the ponies of Equestria realize that their leaders were on their way out.

* * *

><p><em>They placed Commander Hurricane in a coffin made out of cloud. Any normal pony would fall right through it, but even in death, Commander Hurricane was light as a feather. He wore his finest armor, the metal polished to a mirror-like sheen, with the Equestrian flag held in his front hooves. Celestia, Luna, and Pale Hoof stood to the side as the funeral guests filed past his coffin. At the sight of her friend and co-ruler in the coffin, Princess Platinum burst into tears. Chancellor Puddinghead kept one hoof around the Princess's shoulder the entire time, quietly whispering her encouragements. When all the guests had at last paid their respects, Puddinghead lead her out of the room with the other guests. Only the three alicorns were left. Slowly, Celestia, Luna, and Pale Hoof approached the coffin.<em>

"_I can't believe this happened." Celestia said, peered down at the dead Commander, "I thought Commander Hurricane would live forever. He was the strongest pegasus I knew…"_

"_He would have if he'd let me use my spells. The stubborn old fool." Pale Hoof growled, glaring down at Commander Hurricane. Celestia shot him a nasty look._

"_That's a horrible thing to say. He was a great stallion." She snorted. Pale Hoof clenched his teeth, refusing to reply._

"_What will they do now, big sister?" Luna asked timidly, peering over the side of the coffin. _

_Celestia shook her head. "I don't know, Luna. I suppose the pegasi will simply have to elect a new leader." She turned, beckoning to Luna, "Come on, now. I don't want to hang around in here with a dead body." Luna trailed after her sister as she turned to leave. Just before exiting the room, she glanced back at Pale Hoof, "Are you coming?"_

"_No."_

"_Suit yourself."_

_Pale Hoof heard the door close behind him. Slowly, he looked up. They'd held the funeral in the palace's entrance hall, on the same dais where the three thrones stood. Marble columns lined the hall, supporting the high vaulted roof. Now that the guests were gone, the hall languished in silence. Pale Hoof's hoof beats echoed hollowly off the high walls. Turning, he gazed down the hall. Between the rows of wooden chairs set up for the funeral, he could make out the shape of a single pony half-hidden behind a column. "Hello?" The pony jerked, quickly ducking behind the column. Pale Hoof stepped off the dais, "I saw you. Come out!"_

_Slowly, the pony crept out from behind the column. Even from his distance, Pale Hoof could see there was something wrong with him. He walked with a limp, favoring his front right leg. He supported his head with his shoulder. His neck flopped as he walked, as though it had no bones in it at all. Dust and bits of gravel clung to his mane. He shed wing feathers with every step, but the feathers faded into nothingness as soon as they touched the ground. Pale Hoof stared._

"_I…didn't know anypony…could see me." The injured pony gurgled, despite his clearly broken neck. Pale Hoof knew the voice. It was none other than Commander Hurricane. Twisting around, Pale Hoof looked at the coffin. The Commander still lay there in his armor, unmoving._

"_Commander Hurricane?" Pale Hoof whispered, taking a few tentative steps forward._

_The Commander's eyes rolled up toward the alicorn. "I should have figured. You alicorns have all sorts of powers we common ponies don't…" He coughed, letting loose a cloud of dust, "The two sisters, though…they didn't notice me, did they?"_

"_No, Commander."_

"_Then it's just you. Always the odd one out." The Commander let out a wheezy laugh. He glanced around, surveying the number of chairs, "I never thought I'd attend my own funeral."_

_Pale Hoof frowned at the Commander. Squinting, he could make out the floor tiles through the Commander's pale, misshapen body. "So…you're some kind of ghost?"_

"_It's that obvious, eh."_

_Pale Hoof took a few steps closer to the specter. "You came back to attend your own funeral?"_

_The Commander's eyes flicked back toward Pale Hoof. Slowly, he shuffled around. "As long as I'm here, I figured 'why not?'"_

"_As long as you're here? I would have thought you'd be in a hurry to move on."_

_The Commander chuckled again. "You would think that, wouldn't you? And you'd be right. But, unfortunately, dying isn't as easy as it seems."_

"_It's not?"_

_Commander Hurricane's expression changed. His eyes flickered downward, the corners of his mouth twitching. He scuffed a hoof against the marble floor. "We all know how it's supposed to go. You do something stupid, you black out, and then you wake up in a beautiful paradise. I woke up to see myself falling from 150 feet in the air with my neck twisted in the wrong direction."_

"_It's still twisted in the wrong direction."_

"_Observant one, you." Commander Hurricane huffed. Suddenly, his expression softened. He gazed at the floor, "Truth be told, I'm not sure there is a beautiful paradise. Or even another side. Maybe it's just like this. Wandering around forever and ever."_

_Something innate stirred inside Pale Hoof. A shudder rippled up his spine. "Don't say that."_

"_Why shouldn't I?"_

"_You're wrong."_

"_And how would you know? You ever been dead before?"_

_Pale Hoof lowered his eyes. "No. But I know. I feel it." He answered finally, lifting his head, "And I can see you when nopony else can. Doesn't that prove something?"_

_Commander Hurricane shrugged. "How should I know? You alicorns are strange." _

"_Let me help you." Pale Hoof insisted. Commander Hurricane rolled his eyes, grumbling something unintelligible. Even so, he nodded toward Pale Hoof. Pale Hoof crossed the floor over to the translucent commander. A spell began to manifest in his head. He could feel it in his skull, a tight knot of pressure between his eyes. Green sparks danced around his horn. His body knew what to do before his brain did. Rearing back, he made a great slashing motion with his horn. A ripping sound echoed through the main hall. Commander Hurricane stumbled backward, shielding his eyes with a hoof. When the bright green sparks faded, there, where Pale Hoof's horn cut across the air, was a gash. It was as though someone took a pair of scissors to reality itself, ripping open a hole into its dark underside. Beyond the portal, there was nothing but blackness. Commander Hurricane gawped. _

"_No way in hell I'm going in there." Commander Hurricane said, staring into the abyss. A deep thrumming pulsed within the portal. Tentatively, Pale Hoof lifted a hoof and slipped it through the crack. Cold. Immediately, his hoof went numb. Pale Hoof drew back. "Is…is that it? Just darkness?"_

"_No." Pale Hoof replied, surprised by the surety of his words. Something within him seemed to know, even if he consciously didn't._

_The thrumming seemed to grow louder, vibrating in his ears. The infinite darkness beckoned. Glancing around, Pale Hoof ducked forward into the portal. The coldness seeped into his skin, causing his teeth to chatter. Commander Hurricane hesitated, then followed. Immediately, the portal sealed shut behind them, leaving them in complete darkness. Hurricane let out a yelp, sticking close to Pale Hoof's side. The commander emitted a mysterious light, casting a small sphere of illumination around the two ponies. Shivering, Pale Hoof looked around. It was as though he were standing in a massive cave underground. Not even the tiniest light penetrated the all encompassing blackness._

_He lifted a hoof, feeling the ground beneath him. The ground was solid, if a bit sticky. One hoof at a time, he made his way deeper into the darkness. Commander Hurricane followed in his steps, never more than an inch behind. The void was featureless – there were no sounds or movements other than the empty echo of his hoofbeats. It didn't look anything like the paradise the ponies described in church. No endless fields of grass, no glinting rainbow waterfalls – nothing at all._

"_What…what is this place?" Commander Hurricane whispered. Pale Hoof turned to look back at him. As they'd been walking through the darkness, Commander Hurricane's injuries had healed. His neck stood tall and straight and his wings were no longer crooked and ruffled. Pale Hoof paused._

"_Commander. Your injuries."_

_The Commander looked down at himself, eyes wide. He cracked his neck and stretched his wings. Spreading them out, he smiled at his pristine feathers. "Heh!" He chuckled, flapping his wings, "All healed! What do you know? Maybe this place isn't so bad after all! If only I knew what this place was…" The Commander frowned into the darkness, a wrinkle forming between his eyes._

"_The Realm of the Dead." Pale Hoof answered. Again, the surety of his words surprised him. The knowledge seemed to spring forth unbidden to his lips, as though it were a fact he'd known all his life – as sure as his name._

_The Commander squinted at him. "And just how do you know this?"_

"_Because…" Pale Hoof stepped away from the glowing Commander, venturing uncertainly into the darkness, "I feel like I belong here."_

_Realization hit him like a pegasus flying at full speed. Pale Hoof doubled over, clutching his head between his hooves. Memories flooded his mind – snapshots from the very beginning of Equestria. He saw lava bubbling hot and red beneath ocean waves. He saw landmasses cooling as they surfaced out of the water. He saw the first tiny specks of life crawling up out of the surf. He saw them live and he saw them die. And when they died, they came here. But those were tiny beings with tiny souls, unable to make judgments, unworthy of paradise. The memories flashed forward, cycling through the ancestors of ponykind. Small, round-bodied striped creatures with short manes and tails, growing taller and elongated over millions of years. Becoming ponies. These creatures, they all died and their souls were forced to wander. They wanted to come here. They wanted resolution. They wanted judgment – judgment he could provide. The memories came to a screeching halt as he hit the present. Pale Hoof stared into the darkness, his brain aching. Commander Hurricane peered at him, eyes narrowed to slits._

"_You okay, kid?" He asked. Pale Hoof stood up, just now realizing he'd collapsed._

"_I belong here!" Pale Hoof repeated with renewed vigor, "I belong here!"_

_Commander Hurricane frowned at him. "Kid…if this is really the—what did you call it?—the 'Realm of the Dead', then nopony belongs here. Except the dead ones."_

"_No, you don't understand. I'm here to guide ponies like you. To show them where they go after death." Pale Hoof grinned widely, looking around at the infinite blackness. All of a sudden, the void seemed unspeakably beautiful. Dim colors, strains of magic, floated free in the abyss. He had to keep himself from laughing. Commander Hurricane raised an eyebrow._

"_Are you off your rocker? Showing ponies where they go after death? That would make you some kind of…"_

"_Reaper!" Pale Hoof finished, "I'm a Reaper!"_

"_No, you're just crazy." The Commander rolled his eyes. Pale Hoof opened his mouth to reply, but a sudden burning sensation on his thigh stopped him. He twisted his neck around. A light glowed on his flank. When the light faded, he could see the image of a scythe burned into his skin. Commander Hurricane stared. Cautiously, the Commander stepped around to take a good look at the mark, "You…you can't be serious."_

"_My cutie mark." Pale Hoof whispered._

"_You're really…that thing you said. A Reaper."_

"_I must be." Pale Hoof answered._

_Commander Hurricane shook his head. "That makes no sense, though! Death has been around since the world began. You can't be the Grim Reaper. How would ponies get to the afterlife if you just showed up now?"_

"_I don't know. But I saw it. This realm has gone unattended for millennia. Perhaps there was someone before me, but that pony is gone now." Pale Hoof whispered, gazing up into the darkness, "But that doesn't matter because I'm here. I am Death and I will be here to usher ponies into the next world." _

_Commander Hurricane gawked at him. "Here? But there's no food or water…"_

"_I don't need those things."_

"_You've gone loopy on me, kid."_

"_On the contrary, I've never seen things more clearly in my life." Pale Hoof turned toward the Commander, "You said you wanted to see Paradise, Commander. You will be the first soul I reap." Pale Hoof took a step toward the Commander. The Commander fell back on his rump, scooting away from the approaching alicorn._

"_H-hold on now, kid…Let's not get carried away with this Reaper stuff."_

"_I hope Heaven is everything you dreamed, Commander." Pale Hoof reared back. With a quick swipe of his horn, the Commander's soul vanished. An immense feeling of satisfaction washed over Pale Hoof – as though he'd just completed a task he'd been trying his whole life to achieve. Letting out a happy sigh, he sank down to the ground. He could feel the rhythm of the realm pulsing through his body. Soon, this place would be flooded with souls, all hungry to receive their judgment and travel to the next world. Their millennia long wait was over. This was his moment of peace and triumph._

_One by one, souls popped into the realm like fireflies lighting up in a summer evening. Creatures that had not been seen for thousands of years emerged from the darkness. Pale Hoof rose back to his feet. His greatest task began now._

* * *

><p>Thought there was an enormous backlog of souls, Pale Hoof found he could reap thousands of souls with a single swipe of his horn. Within a few months, he'd caught himself up to the present. The feeling of accomplishing such an immense task filled him with incredible satisfaction. He lingered in the Realm of the Dead for near on a year, waiting breathlessly for the next soul to come in. They came, of course, but in a trickle compared to the enormous flood he reaped at the beginning. Finally, he opted to return to the mortal plane, if only to tell Celestia and Luna that he'd finally found his place.<p>

He came too late, though.

In his absence, an evil slunk out of the Everfree Forest. It crept silent into the Everfree Palace, hiding in the shadows until it saw the chance to strike. Pale Hoof emerged back into the mortal realm just in time to witness the murder of Princess Platinum and Chancellor Puddinghead.

* * *

><p><em>The draconequus lounged across all three thrones, laughing as the two hypnotized leaders dueled each other to death on the floor of the entrance hall. When he twirled his right talon, Princess Platinum did a back flip. The leaders continued dueling in spite of the cracking sounds in their geriatric hips. Celestia and Luna huddled in a corner, clutching each other close. Finally, Princess Platinum drove her saber through Chancellor Puddinghead's chest cavity. The Chancellor shuddered, then crumpled like a dropped doll. Luna let out a high, thin cry. Celestia pressed her hard against her chest. The draconequus let out deep cackle.<em>

"_Come on, you don't think this is funny?" The draconequus slunk over the tops of the thrones, closing in on the two alicorn sisters, "Too bad I don't have anyone else for my old pony tournament. You two will do, though."_

"_Touch my sister and I'll…" Celestia began, clutching Luna hard against her chest, "I'll…I'll make you regret it! I swear!"_

"_Ooh, this one has some fight in her!" The draconequus laughed, pinching Celestia's cheek. Celestia snapped her teeth at him. He let out a delighted snicker, "Let's make YOU fight next." He seized hold of her neck, dragging her forcefully out of the corner and toward the floor where Princess Platinum practiced her high kicks. Luna let out another wail, latching onto her sister's back hoof. The draconequus slung Celestia around like a doll, trying to dislodge Luna as though she were a stubborn burr. _

_Pale Hoof watched this all through a crack in the door. Seeing Celestia picked up, he shoved the doors open. "Put her down!" He yelled. The draconequus paused, letting Celestia slip out of his talons. Falling to the floor, Celestia scrambled to her feet and, dragging Luna, bolted for the door. The draconequus watched them with mild interest, not lifting a talon to stop them. Slinking forward, he examined Pale Hoof, a frown tugging at his mouth._

"_Well, well…I didn't know there were three of you." The draconequus snorted in Pale Hoof's face, blowing his mane back, "But I'm always happy for a new plaything. Even if you're looking a bit under the weather, Mr. Frowny Face." He reached out, grabbing a lock of Pale Hoof's mane. Growling, Pale Hoof jerked his head back, pulling free of the monster's grip. With a wave of his horn, he shot a bolt of green lightning into the draconequus's face. The creature stumbled backward, hissing and clutching his wounded face. _

_Pale Hoof whirled around to face the alicorn sisters. "Run!"_

"_But, the Princess!" Celestia pointed toward Princess Platinum. Pale Hoof shoved the two sisters through the door._

"_Just go!" _

_Celestia and Luna exchanged glances, but did as they were told. Pale Hoof peeked back at the Draconequus, who was still rubbing his eyes, then chased after them. They fled at full gallop down the hallways, putting as much distance between them and the monster as possible. Finally, they reached the outside. Above, the sky had turned a bubblegum pink. The ground underhoof had gone checkered like a chess board. Pale Hoof paused, frowning as he lifted a hoof to look at the grass. All the trees had turned unnatural shades of pink and blue. Some even floated upside down mid air. In fact, some of the palace's towers seemed to be floated up there next to the clouds. Pale Hoof blinked._

"_What…what happened here?" He gaped. Celestia sighed._

"_Discord, that draconequus in there? HE happened." She replied, "He just appeared one day out of the forest. Next thing we knew, he'd hypnotized half the ponies in court and was having the leaders fight each other to the death."_

"_Why didn't you stop him?"_

"_We tried. He's too powerful for us to face by ourselves." Celestia glared at Pale Hoof, "If you were here, we probably could have taken him! Where have you been? Everyone in the palace thought you'd run away! Chancellor Puddinghead and Princess Platinum were going to stage a nationwide search for you!"_

_While Celestia was ranting, Luna wandered over to Pale Hoof side. Catching sight of the mark on his flank, she pointed to it. "Look, sister! He has his cutie mark!"_

_Celestia paused. She stretched her neck to get a good view of the mark. "Is that…a scythe?"_

"_Yes."_

_Celestia's frown deepened. "What did you do to earn a scythe cutie mark? And furthermore, you look like you've been buried underground." She lifted a hoof, brushing his mane. A few strands of long, black hair fell out, "Your hair's coming out."_

"_What do you mean, I look like I've been buried?" Pale Hoof asked, glancing down at himself. The changes in the Realm of the Dead had been subtle – so subtle that Pale Hoof barely noticed them. Still, standing next to two healthy alicorns, he could see the changes his body had gone through. His ribs stuck out in sharp relief on his side. His grey coat was patchy - long in some places, short in others. His thick, dark mane was now nothing more than a few limp strands of hair. Same for his tail. He'd grown pale in his time in the other realm. His name fit now more than ever. He shook his head, "My looks don't matter. What matters is that there's a mad draconequus sitting in the throne room."_

_As if on cue, the sound of laughter echoed from within the palace. "Oh, my little pooooonies…" A singsong voice called. Chills ran down Pale Hoof's spine, "Where aaaaare you?"_

"_It's not safe here." Celestia's voice dropped to a whisper, "We need to go someplace safe, someplace where we can plan an attack."_

_Pale Hoof nodded. "Come with me." Motioning with his hoof, he lead them deep into the forest. However, no matter how far they went, they could still hear the mad cackling of the draconequus. The world began slowly decaying around them. Squirrels barked like dogs, chunks of ground spontaneously lifted up and floated like balloons into the sky, and the clouds rained down chocolate milk. Finally, reaching a safe clearing where the grass was still partially green, Pale Hoof reached inside himself for the portal spell. It was there, bubbling up in his mind as naturally as a cork bobbing to the top of a glass of water. When he ripped open the portal, the two sisters gasped._

"_What is this?" Celestia asked, experimentally sticking her hoof through the portal. She gasped, drawing back, "It's so cold!"_

"_It's the Realm of the Dead." Pale Hoof answered. Celestia stared at him._

"_Realm of the Dead?" She repeated._

"_The scythe cutie mark." Luna offered, "He's the Grim Reaper."_

_Celestia's eyes widened. "Is this true?"_

_Pale Hoof ducked his head. "I…I think so. I discovered this realm when I was helping Commander Hurricane move on. This is where I've been for the last few months."_

_Celestia looked at Luna, then back at Pale Hoof. "Will we be safe if we go in there?"_

_Pale Hoof thought for a moment. "I don't know what effect the realm might have on mortal ponies…" He began, "But I have a spell that can extend the lifetime of a pony indefinitely. I don't think the realm will hurt you if you're immortal."_

"_Immortal?" Celestia looked down, rubbing her chin with a hoof, "I'm not sure. Being immortal sounds...strange."_

"_It's only for now. I can revoke it if need be."_

_Celestia nodded, but kept frowning. "Well, if it's only for now." Bowing his head, Pale Hoof summoned the spell into his mind. He focused the power into his horn. Green sparks danced all along its length. Finally, the sparks leapt toward Luna and Celestia. The two princesses reared back in fright. The sparks crawled across their skin, the charge sinking into their bodies. Finally, the lights faded. Luna and Celestia peered down at themselves. Celestia bit her bottom lip in thought, "I don't feel any different…"_

_A sudden, chilling laughter echoed from the nearby trees. The three alicorns tensed. Pale Hoof jerked his head toward the portal. "No time to talk about it. Hurry." Celestia took a last look at the corrupted forest before her, then leapt through the portal. Luna followed. Pale Hoof peered around cautiously. He could feel the draconequus's eyes on him, like burns in his skin. Swiftly, he turned and stepped through the portal, sealing it behind him._

* * *

><p>They stayed in the Realm of the Dead for months. Under Discord's rule, pony souls flooded the realm. Pale Hoof could remember the looks on Celestia and Luna's faces as they saw him reaping the souls. The open mouths, the shrunken pupils – looks of disgust and horror. They never said anything, but Pale Hoof knew enough about body language to see how they felt. Celestia spent days pacing back and forth, struggling to come up with some solution, some way to save Equestria. Luna tried to console her, but Celestia would have none of it. As more and more ponies crowded the realm of the dead, Celestia grew more and more determined to save Equestria.<p>

It was then that they uncovered the Elements of Harmony. The power of the Elements resonated even in the abyss. Realizing how powerful the artifacts were, Celestia became convinced that they would give her and Luna the focus to overthrow Discord. She began demanding that Pale Hoof send her back to the mortal plane to find them.

He had no other choice but to give into her demands. He could barely manage the strain of all the souls flooding his realm. Celestia pressured him and pressured him until he couldn't stand it any longer. He couldn't juggle both Celestia and the excess of dead ponies.

He was not there to see Luna and Celestia seal Discord away. He only noticed when the flood of dying ponies reverted back to a trickle. The souls that did come to him told him of Celestia and Luna's triumph. As thanks for saving Equestria, the surviving ponies named Celestia and Luna the new rulers of the land. 'Princesses', they were called. It was appropriate, Pale Hoof supposed. After all, a princess had ruled Equestria in the past.

Communication between the alicorns dropped off entirely. Pale Hoof kept to his dark, quiet realm while the Princesses ruled on the mortal plane. For years, he heard nothing from them. Centuries passed like this. Pale Hoof heard nothing but praise from the souls who passed through his realm. It was only when the rush of souls resumed that he realized something was wrong.

* * *

><p><em>He entered the mortal realm with a burst of green static. His bony hooves clattered on the marble floor, his long black cloak whispering across the tiles. The portal sealed shut behind him, releasing a rush of cold air into the palace entrance hall. Celestia, who sat poised on the central throne, slowly lifted her head. Her mane had changed colors in the years Pale Hoof had not seen her – the usual pink now blended with pastel blue and green. It rippled magically in the air, moving with her as she lifted her head. A tall crown with a star shaped jewel sat atop her head, supported by her long, white horn. A chill rattled Pale Hoof's exposed bones. He could feel power radiating from that crown, overwhelming power.<em>

"_CELESTIA." He began. His voice had warped from his time in the Realm of the Dead. It had deepened. He could hear a slight reverberation in his voice._

"_Pale Hoof." Celestia tried to smile, but couldn't. Her expression fell back into a look of grim dignity, "It's been a while, friend."_

"_ARE THE RUMORS TRUE?" He asked. Celestia cocked her head, frowning at him._

"_What rumors?"_

"_YOU KNOW WHAT I AM TALKING ABOUT. THE RUMORS ABOUT LUNA." Spirits were often quite talkative when they first entered his realm, eager to discuss the exact details of their death. Although he had not set foot in Equestria for centuries now, he was well aware of the happenings that took place in the country. Fires on the prairie, townships springing up here and there, the construction of a new palace on the mountainside. Pale Hoof could not claim to care about these things. One spirit would tell him all about the wonderful frontier town he'd grown up in. The next spirit would tell him all about how the same frontier town burned to the ground in a lightning storm. Things changed so quickly. He couldn't be expected to keep track of every rumor that passed through his ears. This rumor, however, was relevant to his interests. For months, no spirit could pass through his realm without telling him the story of Equestria's mad princess. The demonic mare who raised the moon and steadfastly refused to lower it._

_Celestia didn't speak for a long time. Finally, holding her head high, she looked directly at him. "Yes. The rumors are true."_

_Pale Hoof stood stock still. "YOU DID IT, THEN. YOU BANISHED HER."_

"_I had no choice." Celestia answered, "She wouldn't lower the moon. I tried to reason with her, but she wouldn't listen. Crops were dying, Pale Hoof. Ponies were dying."_

"_YOU THINK I DIDN'T KNOW? I SPOKE TO EVERY SINGLE ONE OF HER VICTIMS."_

"_Then you understand why I had to do it." Celestia gestured to one of the tall windows of the Everfree Palace. Outside, the moon shone bright and full, its once white surface speckled with craters. The craters formed the shape of a unicorn head, "She isn't dead. I sealed her within the moon, just like we sealed Discord."_

_Pale Hoof let out a low growl. "DO YOU EVEN HEAR YOURSELF? DISCORD WAS A MAD DEMON. LUNA WAS YOUR SISTER!"_

_Celestia's eyes narrowed. "I did what I had to!"_

"_YOU DIDN'T HAVE TO BANISH HER! I FEEL THE POWER COMING FROM THAT CROWN, CELESTIA. MORE THAN ENOUGH POWER TO SUBDUE HER. YOU COULD HAVE HELPED HER!"_

_Celestia rose from her throne. "Don't you dare criticize me! Where were you when Luna refused to lower the moon? You've done nothing but sit in your little realm. I made the choice that made sense at the time. You have no right to lecture me."_

"_I WAS NOT THERE. BUT I WILL NOT ACCEPT WHAT YOU'VE DONE."_

_Celestia lowered her head, covering her eyes with her hoof. "Is this the only reason you came back? To scold me?"_

"_SHE WAS YOUR SISTER."_

"_Of course she was!" Celestia barked, jerking her hoof away from her face. Twin streams of tears trailed down her cheeks, "Why do you think I waited so long? I let her keep the moon up for weeks. I tried my best! But she wouldn't listen! How dare you criticize me over something you know nothing about!"_

"_I DO NOT NEED TO HAVE BEEN HERE TO KNOW THAT WHAT YOU DID WAS WRONG." Pale Hoof answered coldly, "YOU HAD THE POWER TO SAVE HER AND YET YOU DID NOT."_

"_Be quiet!"_

"_I AM STATING THE FACTS."_

_Celestia stormed off the dais, crossing the floor to meet him. Her violet eyes blazed. "You…you have no right to be here and insult me like this. Leave or I shall make you leave." She growled through gritted teeth. Pale Hoof took a step back. He could feel the power radiating from her tiara. The power was enough to make his bones prickle as though he still had skin. Years in the realm of the dead had caused his flesh to slough off, leaving only yellow bone in its place. _

"_YOU ARE NOTHING BUT A TYRANT." Pale Hoof whispered, turning and walking away before she had a chance to respond. Once outside the palace, he ripped open a new portal and slipped back into the familiar comfort of his bleak abyss. The void stood quiet and empty before him – no one had died today. Equestria was a land of plenty where everypony could get healthy food and clean water. Cures came in the form of magic from unicorn healers. Under Celestia and Luna's rule, ponies lived long, healthy lives. _

_Lowering his head, Pale Hoof touched his horn to the ground. Barely anypony besides Celestia remembered the small, grey alicorn he'd once been. Even now, his job as Reaper had changed him so much that he barely identified with his old self anymore. Of the two alicorns living in Equestria, one was as good as dead and the other ruled as a tyrannical god-empress. Lifting his head, Pale Hoof slammed his forehead hard against the ground. A cracking noise reverberated through the darkness. Shards of bone skittered off his skull. Cracked at the base, his horn tumbled away from his head, landing softly on the ground. Pale Hoof felt the spot where his horn had once been. Nothing was left but a rough patch in the middle of his skull._

_Green sparks enshrouded the broken horn. Pale Hoof watched as the horn elongated, darkening from pale yellow to black. It thinned and lengthened to the size of a staff, its shape gnarled and pointed like the branch of a thorny tree. A pale blade, long, curved, and wickedly sharp, formed on the end of the staff. The sparks faded from the transformed horn. Slowly, Pale Hoof bent to pick it up. Clutching the handle of the scythe in his teeth, he could feel the same power that lived within his old horn. This scythe matched the one emblazoned on his thigh – his chosen tool. _

_He did not need to be like Celestia and Luna. With this scythe, he'd shed the last vestiges of his mortal form. Now, with his tool, he was a true Reaper. Now and forever, he was Death._

* * *

><p>Pale Hoof shook his head, snapping back into the present. When the memories came back, they came so vividly he might as well have been experiencing them for the first time. He remembered the rush of power he'd felt when he first brought that sparrow back to life. He remembered his shock at seeing the ghost of Commander Hurricane. He remembered the sickening crack his horn made when he broke it off. All these things, in lush, life-like detail.<p>

In the centuries since his old argument with Celestia, he'd lived here in the cold, growing more and more detached from the mortal world. He no longer spoke with the spirits he reaped, aside from the occasional pony that wished to challenge him for their soul. Often times, he simply reaped them without even explaining who he was or why they were there. In fact, the last conversation he could remember was the one he'd had with Pinwheel, where she'd earned a second chance at life from him.

Pinwheel.

For the first time in one thousand years, he had a reason to care about the mortal world.

But now that reason was gone.


	21. Spa Day

"So," Dizzy began, "You dumped him."

Pinwheel sucked harder on the straw of her wheat milkshake. The straw rattled on the bottom of the paper cup. She and Dizzy sat across from each other at Ponyville's outdoor café. Overhead, the springtime sun filtered through the pale green trees. Ponyville's square bustled with activity. Mares and stallions strolled across the cobblestones, admiring the flowers and enjoying the sunshine. Petals drifted lazily on the warm wind. The swaying branches of a nearby tree cast dappled shadows on their table. Pinwheel stared hard at the shadows, grinding the tip of her straw between her teeth. "'Dumped' is a strong word…" Pinwheel mumbled finally. Dizzy let out an aggravated sigh, covering her face with her hoof.

"Pinwheel, you told him your relationship wasn't working and slammed a door in his face." Dizzy replied, "That's what we normal ponies call a 'break up.'"

Pinwheel continued gnawing the tip of the straw. "Hey now, I didn't _slam_ the door…"

Dizzy rolled her eyes. "Same difference, Pin."

"I still wouldn't call it a break up. I mean, he could still come around!" Pinwheel answered with forced cheerfulness, finally letting go of the straw, "It's only been a few days, after all."

Dizzy frowned, shaking her head slowly. "Pinwheel, come on. Listen to yourself." Pinwheel set her milkshake down, staring into the wood grain of the table. Dizzy reached over, putting her hoof on top of Pinwheel's, "Break ups are hard. I know that. But you can't fall into that rut of thinking a relationship can be salvaged when it can't."

Pinwheel said nothing. She stared down at her empty milkshake cup and half-eaten daisy panini. The milkshake sat heavy and uncomfortable in her stomach. Not lifting her head, she peeked over her glasses at Dizzy. "Then…what should I do?"

Dizzy's eyes lit up. "How about this? I'll give you Dizzy's super special post-breakup treatment. A day at the spa, on me!"

Pinwheel absently prodded her daisy panini. "Never been to the spa before." She murmured, lifting the bread and nibbling the daisies within. Dizzy's eyes widened.

"Really? Geez, no wonder your hooves look so rough all the time. I go every month for a pony pedi and a wing wax." Dizzy hopped off her hay bale bench. She jerked her head toward the square, "Come on, the spa's probably going to be busy today. We'd better hurry if we want to get an appointment."

Motioning the waiter over, Pinwheel paid for her panini and boxed up the remains of her lunch. The waiter placed the leftovers in a small paper bag and nodded to the two mares as they headed off down the street. Dizzy let out a happy sigh, stretching her wings and letting the breeze ruffle her feathers. Pinwheel followed slightly behind her, gazing around at the ponies milling happily down the streets. A blue pegasus trotted alongside a light brown stallion. A burly colt in a stylish white hat clutched a cane in his teeth as he strutted down the sidewalk. A tall, grey colt with shaggy black hair shuffled down the sidewalk, his face hidden by the collar of his trenchcoat. Nopony seemed too concerned about the slaughter and subsequent revival that had happened just a few days ago. But then again, Ponyville had thankfully avoided Pale Hoof's stew of disasters. The Manehattan Times reported the Cloudsdale was still rebuilding from the gale force winds that assaulted the city.

Finally, they arrived at the spa. Dizzy pushed open the door, throwing a bag of bits down by the register. "Two full treatments, please. Massage and seaweed wrap included!" The pony behind the counter, a smiling pink mare wearing a white headband, snatched up the bits and rang Dizzy up on the register. A second mare, a blue filly with an identical white headband, appeared from a door in the back of the spa.

"Welcome back, Miss Dizzy." The blue spa pony said in a thick, luxuriant accent, "How are we this fine afternoon?"

"Just fine, Lotus. I'm treating my friend here to a spa day." Dizzy gestured to Pinwheel, who shuffled her hooves.

"Ah! How generous!" Lotus replied, placing a hoof over her chest, "I will be with you ladies in a moment. Please, take a rest!" Lotus gestured to the plump, cushy chairs lining the lobby. Pinwheel settled down on a low sofa with soothing green upholstery. A small coffee table stood nearby with a basket full of complimentary hot towels. Dizzy picked up a towel and, draping it over her face, lounged back on the sofa.

"I'm telling you, Pinwheel. You haven't lived until you've had a pony pedi at this spa. Lotus is a whiz with a hoof file." Dizzy sighed, folding her front hooves behind her head. Pinwheel nodded, shuffling through the magazines in a nearby basket.

The little bell above the front door rang and in burst a familiar unicorn. "Ladies, I need a pony pedi, stat!" Pinwheel looked up to see Rarity standing in the lobby. Mud coated her fine white hooves. Letting out a squeal of disgust, Rarity kicked her hooves in the air, as if trying to swat the mud away like a nasty fly. The two spa ponies rushed to her aid, claiming one of the hot towels from the basket and using it to wipe down her hooves. Hooves now clean (but still faintly stained), Rarity let out a sigh of relief. Pulling a small bag of coins out of her saddlebag, Rarity set her payment down on the countertop, "I'll need my hooves shined and filed. Ugh, I can still see the mud!"

"Hi there, Rarity." Pinwheel smiled a little, waving to the white unicorn. Rarity paused, glancing over at the sofa.

"Oh, Pinwheel! Hello, my dear. I didn't know you came to the spa!" Rarity smiled. Aloe rang her up on the register, slipping Rarity's change back across to her. Rarity nudges the coins into her saddlebag, then crossed the room to see her friend, "Do you make appointments often? Fluttershy and I come every week."

As if on cue, Fluttershy poked her head through the spa door. "Um…Rarity? Are you all right?"

Rarity smiled at the pegasus. "Just fine now, dear. Once Miss Aloe and Lotus shine up my hooves." Her smile quickly turned to a frown as she peered at her stained hooves.

Fluttershy entered the lobby, crossing quickly over to Rarity. "I'm so sorry. I didn't know my backyard was going to be so muddy." She whispered, lowering her head. Her long, pink mane fell across her face.

"It's not your fault, dear. It's this spring weather. Sunny, then rainy! The humidity does a number on a girl's mane." Rarity fluffed out her mane, "Hm, perhaps I should make a hair appointment while I'm here…"

"Your mane's lovely, as usual." Pinwheel interjected. Fluttershy twisted her head around, gaping at Pinwheel.

"Oh! I'm so sorry, Pinwheel! I didn't even see you there!" Fluttershy apologized, "I'm sorry for not saying hello earlier!"

Pinwheel laughed. "It's fine, Fluttershy." Fluttershy nodded, her face hidden by her long mane. Rarity smiled at her friend, gently patting her on the back.

"Well! Since we're all already here, why don't we move our spa date up a few days, Fluttershy?" Rarity said. She nodded toward the pony behind the register, "Instead of just a pedi, I'll have the full treatment. Fluttershy too, of course."

"The usual." The mare repeated, ringing the new price up. Rarity placed her bits back on the countertop and settled, beaming, onto a sofa across from Pinwheel and Dizzy. Fluttershy, still blushing, sat down beside her.

"So! Pinwheel, I didn't peg you as the spa treatment type." Rarity began, nodding toward Pinwheel. Pinwheel forced a grin, her ears drooping, "But everypony knows the importance of a good cleansing every now and then, no?"

"Uh, no." Pinwheel repeated. Rarity blinked, surprised, "My friend Dizzy is treating me. This is my first visit to the spa."

Rarity's mouth fell open. "First visit! Why, darling, this is a momentous occasion! I guarantee that after you're acquainted with Miss Aloe's massage technique, you'll be coming every week!" The white unicorn clapped her hooves, "What made you decide to come?"

Dizzy removed the hot towel from her face. "She broke up with her coltfriend. I figured a spa day would help her get over it." Upon hearing the news, Rarity's smile faded.

"Broke up?" She repeated, "But Pinwheel, you and Sir Pale Hoof seemed so close."

Pinwheel stared down at the magazine in her lap, rustling through the pages of glossy advertisements. "Yeah. We were. But we…well…I decided that it just wasn't going to work out. He never really belonged in this world."

Rarity didn't speak for a moment, instead gazing down at the floor. Frown lines creased her smooth, white forehead. "Well…" She began, brushing her curls behind her ear, "I hope it's not because of what happened at the gala."

Pinwheel's head snapped up. The magazine fell from her hooves. "What do you mean?" She asked, sweat prickling on her forehead. So far, no newspapers had reported on the murders in the gala garden. Presumably, Pale Hoof restored those four unlucky ponies alongside the hundreds of disaster victims. Still, the thought of anypony knowing what he'd done set Pinwheel's teeth on edge. As far as anypony knew, he was still gentle old Pale Hoof, creepy yet docile.

Rarity leaned forward in her seat. "Oh, come now. You must have heard what my friends and I did." She replied. Pinwheel let out a breath she didn't know she'd been holding, "Rainbow Dash accidentally smashed a statue, Fluttershy started a stampede, and I…well, let's just say that Prince Blueblood's probably still combing the icing out of his mane."

"Oh. That." Pinwheel replied, "No, I hadn't heard of that. We broke up over…something else."

Rarity laughed in relief. "Well, thank goodness! I would never forgive myself if I knew we'd ruined your romantic evening." Her smile faded, "Even so, I'm terribly sorry for your break up."

"It's fine." Pinwheel answered.

Rarity's eyes lit up. "I know all the best gentlecolts in Ponyville. Why don't I introduce you to some of my male customers? You'll be back dating in no time!"

Pinwheel grinned, holding up her hooves. "Thanks, but I don't think I'm…"

The sound of the door bell chiming interrupted her. The four ponies turned to see the newcomer. A tall colt with shaggy black hair poked his head through the door. Between the dark circles under his eyes and the heavy black trench coat he wore, he looked more like a vagabond than a spa patron. Timidly, he pushed the door open, slipping into the lobby. His unshorn fetlocks swept the carpet when he walked. Aloe grimaced at him. "Um…" She began, "Can I help you, sir?"

He stared at Aloe, slack jawed, as though he'd never seen a mare before in his life. He looked around the lobby, scuffing his foot against the carpet. Aloe's frown deepened. The stallion peered at the four mares out of the corner of his eye. Though the rest of him looked scruffy and unclean, his eyes shone a deep, electric green that stirred something in Pinwheel's chest. Finally, noticing that Aloe was still waiting on a response, the colt spoke. "YES! WHAT IS THIS FINE ESTABLISHMENT?" He yelled at the top of his voice. Aloe clenched her teeth, covering her ears.

"This is a spa, sir." Aloe answered, uncovering her ears and peering sidelong at the spa door as if hoping her sister would intervene, "I could set you up for an appointment, if you like."

"AH, YES. SPAS. I HAVE HEARD OF THEM!"

"Please stop yelling, sir." Aloe asked, her voice barely a squeak.

The stallion frowned deeply. "OH! I AM…I mean…I am sorry. I have TROUBLE controlling the VOLUME OF my VOICE!" Pinwheel's teeth rattled in her head. She glanced sidelong at Dizzy, who scowled at the tall colt as if he'd shot her dog.

"Geez, Aloe. Throw that guy out, will you?" Dizzy asked, rolling her eyes, "I didn't come here to have some hobo scream in my face."

The colt stared at her. "Hobo? I am NO HOBO!"

"Please, sir! This is a place of relaxation! Keep your voice down!" Aloe begged, "If you keep yelling, I'll have to ask you to leave."

"Sister? What is all this yelling?" Lotus emerged from the back room, fluffy white towels loaded on her back. Spotting the grey colt, she set her stack of towels aside and stomping over him, "Are you the one screaming at the top of your lungs? You're disturbing our clients!"

The grey stallion stumbled back, eyes shifting from side to side. Somehow, all his expressions looked odd – like they didn't quite fit on his face. His green eyes, striking as they were, skittered around in his skull as though he didn't have full control over them. His mouth twitched strangely, lips curling back to reveal yellowed teeth. All in all, his face looked like a poorly fitted suit. He wore it, yes, but it was always either too tight or too loose.

"I…I am sorry." The grey colt replied, his voice suddenly low and soft, "I will be on my way, then…" Just as quickly as he'd arrived, the grey colt turned and left, slamming the door shut behind him. Aloe let out a sigh of relief. Smiling, Lotus nodded and returned to the back room. Rarity, Dizzy, Fluttershy, and Pinwheel all exchanged glances.

"Well, he was certainly a strange gentleman." Rarity concluded, crossing and uncrossing her back hooves.

"That's why Ponyville needs anti-vagrancy laws. Colt was probably on the salt lick." Dizzy replied, stretching her legs.

Fluttershy frowned at the door. "Poor thing. I hope he has a place to sleep for the night."

Rarity touched Fluttershy's shoulder. "Now, now, Fluttershy. You can't bring vagrants home like stray animals. He might be dangerous."

Pinwheel ignored the other three mares, instead staring steadily at the front door. Although he was already long gone, the colt had left a sort of shadow behind him. The space in front of the door felt off, as if his presence had stained it. Dizzy caught her staring and clapped her hooves. "Hello? Equestria to Pinwheel! Are you there, Pinwheel?" Pinwheel blinked hard.

"Sorry." Pinwheel blushed, picking her magazine back up off the floor, "I got lost in thought."

Dizzy looked at the door, then back at Pinwheel. "What, that weird colt?"

Pinwheel's blush deepened. "What about him?"

"You were staring at the door like you wanted him to come back." Dizzy peered at Pinwheel slyly, "What, did you think he was cute?"

Pinwheel's face seared bright red. "Of…of course not! Did you see his face? He was creepy!" Pinwheel insisted, jamming her muzzle deep between the pages of the magazine, "Geez, Dizzy. Are you trying to set me up with a hobo or something?"

Dizzy laughed, slapping Pinwheel on the back. Shortly after, Lotus re-emerged from the back room. "The sauna is ready, ladies!" Setting their magazines and used towels aside, the four ponies rose from their sofas and followed the blue mare back into the spa.

* * *

><p>"It was fun going to the spa with you!"<p>

Pinwheel and Dizzy waved goodbye to Fluttershy and Rarity. Overhead, the sky turned a kaleidoscope of colors – red, orange, periwinkle, blue. The clouds on the horizon colored pink as the evening closed around them. Fluttershy and Rarity waved back as they peeled away, heading off in the opposite direction of Dizzy and Pinwheel. Sweet Apple Acres, where Pinwheel's cottage stood, was clear on the other side of town from Rarity's boutique and Fluttershy's cottage. As Fluttershy and Rarity disappeared behind a corner, Pinwheel turned toward Dizzy. "So, how do I look?" Pinwheel turned in a circle. The hairstylist at the spa had spent near on an hour styling Pinwheel's mane. Shiny, saucer-sized ringlets framed her face. Pinwheel shook her head, enjoying the light bounce of her hair. Dizzy grinned.

"You look like a million bits, Pin." She answered. Her mane sat piled atop her head in a stylish bun. After hours of washing and conditioning, her coat was as shiny as cut glass, "Lotus and Aloe run a pretty good business, don't they?"

"That's for sure."

The two ponies walked in stride across town. All around them, streetlights began flickering on, washing the cobblestone street in silver light. Stars pierced the darkening sky like pinpricks. They laughed quietly in the shadowy streets, playing with each other's hair and cracking jokes. Dizzy walked Pinwheel all the way to her cottage door, where her pinwheel garden rattled in the cool evening wind.

"Are you feeling better?" Dizzy asked as they stood on Pinwheel's porch. The last hints of daylight had sunken below the horizon. An owl hooted in the nearby orchard. Pinwheel smiled softly, nodding. Dizzy smiled back, "Pinwheel, before you go, there's something I wanted to tell you."

"Yeah?" Pinwheel paused, propping the screen door open with her hoof.

"These last few months, I've been kind of hard on you." Dizzy frowned down at the porch, rubbing the back of her neck with a hoof, "But it's just because I've been worried about you, all right? When you died that first time, well…I was so torn up, I couldn't even eat."

Pinwheel reached out, lifting Dizzy's chin with a hoof. "Hey, it's okay."

"No, it's not. I've been a jerk and I admit it. But losing your best friend isn't easy. And when you started hanging out with the Grim Reaper himself, well..."

"You don't need to say anything else, Dizzy. I understand."

"I didn't mean to act like a big old jerkface. I just thought my best friend was in danger." Dizzy finished. Then, forcing a smile, she met Pinwheel's eyes, "You know, maybe you _should_ take Rarity up on her offer. She could introduce you to a lot of nice guys. She's definitely got an eye for class."

Pinwheel wilted. "I don't know. Not yet."

"When you're ready, I mean."

Pinwheel shrugged. "Maybe."

Dizzy nodded. "I'll see you later, Pin."

Pinwheel beamed at Dizzy. "Later." With that, she turned and entered her house. Shutting the screen door behind her, she could hear the creaking of her porch as Dizzy trotted down the rickety old stairs. Pinwheel let out a sigh. Heading down the hall toward her bedroom, she paused and tried the guest bedroom door. It creaked open to reveal the room, exactly as it had been before Pale Hoof made the portal. Her furniture sat right where it usually did, as if nothing had changed. Drooping her head, she continued on past the door. A week had passed since her fight with Pale Hoof. Pinwheel could barely bring herself to think of it. The memories – seeing Pale Hoof fight and nearly kill the Princess – stung in her minds' eye. Even so, a part of her kept hoping the portal would return, even though she knew better. Leaving the bedroom portal open would just be temptation, for Pinwheel and Pale Hoof both. Head drooped, Pinwheel continued down the hall.

Closing the bedroom door behind her, Pinwheel regarded herself in her mirror. Picking up a brush, she combed the hairspray out of her hair. Her mane fell back into its natural place – straight and long around her cheeks. With a deep sigh, she set the brush back down on her dresser and climbed into bed.

Just as she closed her eyes, a shadow flickered across her bedroom window. Pinwheel jerked upright, rushing to the window and pushing it open. Her yard was still, save for the rattle of her pinwheels. An owl hooted in a nearby tree. "Must have been the owl." Pinwheel muttered to herself, drawing back from the window. Vividly, she remembered her second date with Pale Hoof, when he showed up outside this same window standing atop a pile of bones.

However, just as she turned to climb back into bed, she caught something out of the corner of her eye. There, on the far side of the road, half hidden in the apple trees, was a silhouette. A tall, slim figure stood underneath the branches, directly facing her bedroom window. Growling, Pinwheel charged at the window. "HEY!" The silhouette jerked behind the tree, "Hey, I saw you!" No response. Pinwheel pushed away from the window, galloping down the hall toward her front door.

She got there just in time to see his flank vanishing around the corner. His long, black coat whipped around his thighs, obscuring his cutie mark. "Hey!" Pinwheel shouted from her porch, but he did not stop, "Hey, wait!"

There was only one pony in Ponyville who'd wear a heavy coat like that in spring.

For some reason, the hobo was stalking her.


	22. Don't Need No Diamond Rings

"Hello, Rarity?" The little silver bell above the Carousel Boutique door chimed. Pinwheel poked her head in, a paper bag gripped in her teeth. "Rarity?"

Rarity circled a dress form toward the back of the shop, a pincushion levitating by her head. Hearing the doorbell, she glanced over her shoulder. "Oh, hello there, Pinwheel!" Rarity smiled. Setting her pincushion aside, she stepped off the dais, "Come in, darling, come in! What can I help you with?"

Pinwheel pushed the door open with her shoulder. She set the bag down on the floor in front of Rarity. "Hi, Rarity. I don't mean to bother you if you're busy." Pinwheel gave a small smile, "I just need you to do some repairs, if you could."

"Why, of course, dear. Just tell me what you need repaired." Rarity replied. Pinwheel turned and gestured to the paper bag. Magically, Rarity lifted the bag and dumped its contents out on her table. Pinwheel's gala dress tumbled out, the skirt still in tatters. Spreading the skirt out, Rarity studied the fabric. She examined the blue chiffon petals one by one, "Hm. Well, I'll have to replace pieces of the skirt, but that shouldn't be too hard. An easy enough repair."

"That's good. I was terrified it was ruined." Pinwheel's smile widened.

"Oh no, dear. It's far from ruined." Levitating the dress in the air, Rarity draped it over the side of a nearby mannequin, "The gala did a number on all my friends' dresses, actually. You should have seen Fluttershy's!" Rarity let out a gentle, ladylike laugh. Her horn glowed and her pincushion levitated in from across the room. With her pins, she began marking the petals she'd have to replace.

Pinwheel watched her. "So, how much?"

Rarity frowned at Pinwheel. "Pinwheel, do you mind if I ask you a question? I don't mean to be rude, of course."

Pinwheel blinked. "I don't mind. Ask away."

Setting her pincushion down, Rarity turned to face Pinwheel. "Well, to be completely honest, you aren't looking so well." Rarity lifted one of her mirrors off the wall, floating it over to Pinwheel. Pinwheel peered at her reflection. Her reflection stared back with saggy eyes and drooping ears. Rarity lowered the mirror, "You see what I'm talking about, don't you? Are you sick, dear?"

Pinwheel shook her head. "No. I just haven't been sleeping well, is all." Pinwheel tried to smile. Rarity frowned.

"This is about Pale Hoof, isn't it?" Rarity set the mirror aside and stepped closer to Pinwheel, placing a hoof on her shoulder, "Is this your first break up, Pinwheel?"

Pinwheel's cheeks flared. "No, no…I mean, yes, but it isn't like that." She insisted. Pinwheel still missed Pale Hoof – that didn't need explaining. She missed waking up to find him waiting for her. She missed their dates and long evening chats. She even missed the simple things, like running errands with him. But even so, she wasn't losing sleep over him. No, it was the grey stallion – her new stalker. No matter where she went, she could always just spot him out of the corner of her eye. He followed her more closely than her own shadow.

Rarity shook her head. "Tsk, Pinwheel. I know heartache when I see it." She answered, "You need to get over him. You said yourself it wasn't going to work."

Pinwheel grimaced. "You sound like Dizzy."

"Oh, don't be stubborn. Here, I have a proposition for you." Rarity looked toward Pinwheel's gala dress, "I'll repair your dress free of charge if you let me set you up on a date."

Pinwheel frowned. "Geez, Rarity. You've done so much for me already. I'd rather just pay you this time."

Rarity puffed out her chest. "Nonsense. Generosity is my element, after all." She smiled at Pinwheel, "Just one little date. I simply cannot stand seeing one of my friends looking so sad."

Pinwheel looked at the dress, then back at Rarity. "Well, I'm not the type of person to look a gift horse in the mouth."

"Excellent! It's just one tiny date, after all. It's not like you have to marry him!" Rarity beamed. She levitated a sofa from the corner of the room. Hopping up on the sofa, she patted the cushion next to her, "Oh, you simply must tell me what kind of stallion you like."

Climbing up on the sofa, Pinwheel settled in next to Rarity. "I don't have many preferences, I guess." She muttered, twiddling her front hooves, "Someone who isn't too obnoxious. It's all right if he isn't talkative. But he can't be afraid to speak his mind."

Rarity nodded. "Good qualities in a stallion." Her horn glowed again and a black photo album floated in from the back of the room. The album settled down beside Pinwheel. Rarity flipped open the front cover. Inside were glossy photos of stallions, strutting their stuff in the latest fashions. Pinwheel peered at the pictures, turning the pages with her hoof. Rarity beamed, "Those are some photos from my fashion shoots with stallions. Point out the ones you like best, will you? That will give me a good idea of what you like."

Pinwheel frowned as she flipped through the pages. "I don't know. I don't want a model. I don't care about looks that much." She began, "I don't want someone suave like a model. I'd rather have someone that can make me smile."

"Of course, of course." Rarity nodded, peering over Pinwheel's shoulder at the glossy photographs, "Even so, it's important to have a good looking date, right? Just tell me what you find attractive. Fluffy coats, unshorn fetlocks…"

"Maybe somepony with lots of bone structure? You know, in the face? Tall, too." Pinwheel began. Rarity nodded approvingly, "And fetlocks. I like fetlocks. And a dark coat. But not too dark. "

"Somepony quiet and sweet with a dark coat and lots of bone structure. Got it." Rarity replied. Horn glowing, she slipped the photo book out from underneath Pinwheel. Rifling through the pages, she paused on a full page photo of a stallion with a rich dark blue coat, posing in pinstripe vest, "Something like him, perhaps?"

Pinwheel frowned. "Maybe, but with less…skin on his face?" Glancing up, Pinwheel found Rarity staring at her.

"'Less skin'?" Rarity repeated. Pinwheel blushed deeply.

Snapping the book shut, Rarity sighed. "Tall and dark with lots of 'bone' structure. Now who does that remind me of?" The unicorn rolled her eyes. Pinwheel frowned, staring hard down at her hooves.

"I'm sorry."

Rarity gave her a gentle pat on the back. "Now, now. It's all right. You're still trying to get over him. I understand." With a ladylike 'oof', Rarity slid off the sofa, "Lucky for you, I have just the stallion in mind to help you. He's an old friend of mine – supplies all the jewelry for my ensembles."

Pinwheel tilted her head. "Really now?"

"Really. He's an older stallion. I figured you liked them, since you were dating a dark god from times immemorial and all." Setting the photo album down, Rarity opened one of her chests and began digging, "Ah! Here's his card." Popping back out of the chest, she levitated the card over to Pinwheel. There, in fancy silver script, was the name of a shop. 'Karat's Fine Jewelry. 420 Horse Tack Avenue. Open from 6 AM to 8 PM.' The text shimmered in the light, "Mr. Karat and I have been good friends since I first started this business. He's the perfect gentlecolt!"

Pinwheel took the card. "So, should I call on him or…?"

Rarity held up a hoof. "I'll arrange it for you. You'll just love him, trust me."

* * *

><p>A few days passed.<p>

Pinwheel sat in the front room of Rarity's boutique, poised on the edge of the display dais. Rarity trotted back and forth across the floor, carrying rolls of fabric and pins. In the corner, she'd set Pinwheel's dress up on a mannequin. With a few snips of her scissors, Rarity cut off the damaged petals on the skirt and began cutting new petals to replace them. Pinwheel watched in silence, nervously rubbing her front hooves together.

A loud knock broke the relative quiet. Rarity let out a shrill gasp of delight. "Oh, he's here!" She turned, dropping her fabric and pins, and made a beeline for the door. Undoing the locks, she pulled it open. Pinwheel lifted her head. In stepped a stallion she'd seen occasionally on the streets of Ponyville. Rarity hadn't lied when she said he was older – his mane was a bluish white that seemed to shimmer in the boutique lights. He kept it slicked back away from his face; it tumbled down the back of his neck in uneven waves. A small saddlebag hung around his shoulder. The stallion nodded politely to Rarity. His coat, a pale blue-grey, reminded Pinwheel a little of Pale Hoof. A little. Rarity gestured toward Pinwheel, "Good evening, Mr. Karat. I'd like you to meet your date for this evening."

Pinwheel slid off the side of the dais. Mr. Karat approached her, smiling gently. He had startling gold colored eyes – appropriate for a jeweler, Pinwheel thought. He wore a finely tailored brown mohair vest over his dress shirt. Fashionable. No wonder Rarity liked him. "Miss Rarity's told me quite a bit about you." He stretched a hoof out toward her. Pinwheel took it tentatively, "I'm Gold Karat. But just Karat is fine."

"Pinwheel. Erm…just Pinwheel." Pinwheel replied, "So…Rarity told you about me?"

"Just good things, I assure you." Rarity beamed over Karat's shoulder, "Well! I hope you two enjoy your date!" Giggling, Rarity hurried back to her dress forms, sneaking peeks over her shoulder at Pinwheel and her date.

Nodding, Karat gestured toward the door. "After you, my lady." Pinwheel grinned nervously at the stallion, shuffling past him out the door. He followed, closing the boutique door softly behind them. Nighttime colored everything a deep blue. The faintest touches of pink and orange still colored the horizon. Pinwheel walked side by side with Karat through the lamp-lined streets. It was not yet late enough for ponies to be in bed. Couples, not unlike them, strolled down the moonlit boulevards. Children chased fireflies in the nearby meadows. A warm breeze whistled between the houses. Karat smiled at Pinwheel, "A lovely night for a walk, isn't it?"

"Yeah." Pinwheel replied, mentally hitting herself. She struggled to find words, "Um, listen. About our date…"

"Yes?" Karat paused, looking over at Pinwheel. His voice was soft and refined, not unlike Rarity's. Pinwheel felt a pang of guilt.

Pinwheel hesitated, gazing down at the cobblestone walk. "I just got out of a sort of serious relationship and I'm, well, I'm not really looking for somepony new right now." She admitted finally.

To her surprise, Karat smiled. "Oh, don't worry. Rarity told me about that." He replied. Pinwheel peered at him, "Truth be told, I'm not ready to jump into a relationship either."

Pinwheel cocked her head. "Why go on a date, then?"

Karat let out a gentle laugh, "Rarity told me you were a nice mare." He answered, "Don't think of it as a date. Think of it as two ponies getting to know each other."

Pinwheel began to smile. "Yeah. That sounds good." The two of them continued on down the street toward the square. Most of the shops and restaurants were shutting down for the night. Even if their lights were on, their 'Open' signs were flipped to 'Closed'. Only one restaurant in the square still bustled with activity. It was a place Pinwheel had noticed before, but had never been inside. Over the awning hung a painted wooden sign – 'The Bit and Bridle'. The doors stood open to reveal a classy restaurant with leather seats and crisp, white tablecloths. Pinwheel poked her head through the door, watching as the waiters strolled from table to table. They lit candles, took orders, and carried steaming trays of artfully plated food. Pinwheel glanced uncertainly over at Karat, "This place is…really fancy."

"You don't like fancy?" Karat asked.

Pinwheel shook her head. "No, it's just that, well…I didn't think Ponyville had restaurants like this."

Karat smiled. "Well, we do get tourists from Canterlot now and then. You know those Canterlot unicorns won't touch any meal under fifty bits." He stepped aside, gesturing toward the door, "After you."

Pinwheel stepped cautiously over the threshold. The maître d' perked up, glancing up from his podium. "Table for two?" He asked. Karat nodded in response. The maître d' smiled, picking up a pair of menus and motioning for them to follow him. He lead them to a table in the back corner of the restaurant. Ponies packed the dining room. The stallions all wore at least a dress shirt, the mares skirts and sometimes jewelry. Pinwheel looked down at herself. All of a sudden, she felt painfully naked. Her mane wasn't even styled.

The maître d' handed them the menus as they sat. Pinwheel frowned down at the food. Inclining his head, the maître d' hurried back to his station at the podium. Karat flipped casually through the menu. "Do you drink wine, Miss Pinwheel?"

"Uh, no."

"I'll just have water, then."

Pinwheel fumbled with the menu pages in silence. All around, ponies chatted softly. The dining room filled with the soft chime of cutlery and the sound of polite conversation. The candle on their table flickered and danced, casting shadows across the fine china plates and glasses. Pinwheel looked up at the other guests in the restaurant. Suddenly, a tall figure near the maître d' podium caught her eye. Quickly, Pinwheel buried her face in the menu. It was that tall, grey coat, still wearing his long, dark trench coat. Pinwheel could hear the maître d' talking to him from all the way across the restaurant.

"Table for one, sir?" The maître d' asked, picking up a menu.

"YES!" The colt yelled. Everypony in the restaurant fell silent. Pinwheel jammed her snout even deeper into the binding of the menu. The colt cleared his throat, "I mean, yes. Indeed. I would very much like a table." Muttering, everypony returned to their meals. Karat glanced sidelong at Pinwheel. Nodding, the maître d' lead the grey colt back toward their table. Pinwheel let out a little whimper. The waiter set the menu down at a table not ten feet from theirs.

"A waiter will be with you in a moment, sir." The maître d' said, inclining his head toward the grey colt. The grey colt nodded in return. Once the waiter was gone, though, the grey colt pushed the menu aside and ignored it entirely. Instead, he simply stared at Pinwheel.

Mr. Karat frowned. He leaned closer to Pinwheel. "You know him?" He whispered.

"Yes. Uh, no. He's been following me around lately." Pinwheel answered, peeking at the colt over the top of her menu.

"I see. Your old ex?" Karat asked.

"You have no idea."

Mr. Karat smiled sympathetically. "Well, if he bothers you, I'll ask the staff to escort him out."

Pinwheel lowered her menu, doing her best not to look at the strange grey colt. She stared pointedly at Mr. Karat, trying to ignore the niggling feeling of the colt's eyes on her. "So!" She began a little too loudly, "Rarity says you're a jeweler!"

Karat nodded. "Yes, I am. I have quite a respectable little jewelry shop."

"Yeah, Rarity showed me your card."

Mr. Karat nodded. "It's not the most masculine job in Equestria, but jewelry is my passion."

Pinwheel leaned forward. "It doesn't matter if it's masculine or not, as long as it's something you like to do."

"Right you are." Karat smiled, "What about you?"

Pinwheel colored, staring down at her china plate. "Oh. Well. I used to make pinwheels. I mean, that's my cutie mark. But I'm not so sure about that any more." She replied, "I never felt very strongly about making pinwheels. I just did it because I was good at it."

Mr. Karat frowned at her. "I'm sorry to hear that." He said after a short pause, "But you know, a cutie mark can mean whatever you need it to mean. There's no one forcing you to do exactly what your cutie mark says."

Pinwheel blinked. "I never thought of it that way." Mr. Karat smiled in response. Pinwheel stared down at the menu, her face hot for no reason she could think of, "So…uh…what kind of jewelry do you make?"

"Let me show you. I just came from work, so I have a few things." Mr. Karat stooped down to pick up his shoulder bag. Lifting it, he set the bag down on the table and rifled through its contents.

Across the room, the grey colt tensed. A unicorn waiter approached him from the kitchen, magically carrying a writing pad. "Can I take your order, sir?" The waiter asked the grey colt, but he paid no attention to him. Mr. Karat lifted a small velvet box out of his satchel and placed it on the table. He slid it across to Pinwheel. Gingerly, Pinwheel opened the box and peered inside. There, seated in velvet, was a spectacular engagement ring. A diamond the size of a baseball glimmered atop a gold base. Pinwheel's eyes widened. She glanced over at Karat.

"Can I take it out?" She asked. Karat nodded. Gently, Pinwheel lifted the ring out of the box, watching its facets glow in the candlelight, "Wow, it's gorgeous." She was so distracted by the ring that she hardly noticed when the grey colt lunged forward, phasing straight through the waiter attending him. The grey colt barreled toward the table, striking it at full gallop and sending both Pinwheel and Karat plummeting toward the ground. The ring flew out of Pinwheel's grip, landing at the feet of the grey stallion. He kicked it out of the way, growling in disgust.

"I will NOT, ABSOLUTELY NOT ACCEPT THIS!" He shouted, "Pinwheel, you CANNOT MARRY THIS STALLION!"

Pinwheel stared up at the colt. "What? Marry?"

"What in Celestia's name are you talking about?" Karat spluttered. The colt opened his mouth to speak, then shut it. Everypony in the restaurant stared. The waiters stood stock still with their steaming trays of food still balanced on their backs. The chime of cutlery went silent, as did the conversation. Only the nearby waiter, whom the colt had phased through, was moving.

The waiter let out a wet gurgle as blood started gushing from his mouth and nostrils. He doubled over, falling down onto his knees, and let out a tidal wave of blood. It dribbled even from the corners of his eyes. The waiter flopped over with a wet plop and all fell silent. After a few shocked seconds, a mare at nearby table let out a shrill scream.

Immediately, ponies and staff alike stampeded for the door. In the confusion, guests knocked over tables and plates, sending hot food and drink flying everywhere. A clot of ponies gathered at the door, shrieking and pushing to get out. The dead waiter oozed quarts of blood on the wood floor. Panicked ponies exploded into the quiet square, taking off in every direction. Pinwheel leapt to her feet, but as soon as the chaos cleared, the grey colt had vanished.

"He's gone?" Pinwheel muttered. Quickly, she trotted over to Mr. Karat and helped him to his feet. Karat stared down at the dead waiter marinating in his pools of blood.

"Did…did that stallion do that?"

"I think so." Pinwheel answered.

"I've seen unicorns go through walls before, but…" He shook his head, "It's too horrible to look at."

"Come on." Taking Karat by the hoof, Pinwheel lead him around the body and out into the street.

* * *

><p>The ambulance arrived minutes later. One by one, the nurses hopped off the cart and ran into the restaurant. Pinwheel watched as they loaded the waiter up onto a stretcher and pushed him into the ambulance. Slipping gloves on over their hooves, the remaining staff began mopping up the blood and spilled food. Slowly, the ambulance pulled away from the restaurant and trundled off down the street, its siren silent.<p>

"The lights are off." Karat said. He and Pinwheel stood side by side on the restaurant porch, watching the ambulance as it rolled away, "That's not a good sign."

"No one could survive losing that much blood." Pinwheel replied.

Karat cleared his throat. "It's getting late." He glanced down at Pinwheel, "I'm…sorry for all this."

Pinwheel shook her head. "No, it's my fault. That grey stallion's after me. You heard what he said."

"No, no. It's not your fault what he did." Karat replied, "If nothing else, you'll have an interesting 'bad date' story to tell your friends."

"It wasn't…so bad." Pinwheel forced a smile.

Karat laughed. Gently, he lifted her hoof and kissed it. "Why don't I treat you to lunch tomorrow then?"

Pinwheel's smile turned genuine. "That…that sounds nice."

"Then shall I walk you home?"

Pinwheel shook her head. "No, it's fine. I can make it back on my own. Thanks, though."

Mr. Karat inclined his head. "Very well, Miss Pinwheel." He replied, bowing to her, "I'll see you tomorrow, then." Smiling, he turned and vanished down the street into the darkness.

Pinwheel stepped off the porch, walking past the pavilion toward home. As she headed down the street, a shadow poked its head out of an alleyway. Pinwheel jerked to a halt at the alley mouth, her whole body tensing. The figure retreated back into the alley. "Someone there?" Pinwheel called. She could just make out the shape of a tall, thin pony in the darkness, "I know it's you!"

"You do?" The colt's voice was soft – barely a whisper compared to his earlier yelling.

"Of course I do!" Pinwheel stepped into the alley, advancing on the colt. For every step she took, he took two steps back, "You're not very good at hiding. Come on now, stop running away like a scared schoolfilly!"

The colt paused, staring down at the garbage-strewn cobblestones. "I'm sorry." He replied, his voice barely audible.

"Sorry? Sorry? You've been following me around for days! Lurking outside my window at night and now, ruining my date! Come on, stop pretending like I don't know who you are." Pinwheel demanded. The colt looked up. His electric green eyes seemed to glow in the darkness. The colt hesitated, staring steadily at Pinwheel.

"Excuse me, miss?" A voice called from the street. Pinwheel turned around. A royal guard in gold armor stood at the mouth of the alley, "Excuse me, what are you doing back there?"

"I'm talking to—" Pinwheel turned back around. The colt was gone. There was nothing there except the brick wall of the building. Pinwheel's pupils shrunk to pinpricks.

"Could I speak to you for a moment, miss?" The guard called. Pinwheel turned around, shuffling back out of the alleyway, "Did you hear about what happened at the Bit and Bridle a few minutes ago?"

"Yeah. I was there."

"Then would you mind answering a few questions for us?"


	23. Touch of Death

Pinwheel looked down at the card, then up at the storefront. The sign above the door read 'Karat's Fine Jewelry' in the same fancy, silver script as the business card in her hoof. Pinwheel hesitated outside the shop, peeking in through the windowpanes with a small frown. Rings, pearls, and earrings glittered in the window displays. The early afternoon light danced on the facets of each gem. Pinwheel paced back and forth in front of the windows, glancing every now and then at the shop door. Her mind wandered back to the cave Pale Hoof discovered with all the treasure inside it. There were more gems in that dragon hoard than Pinwheel knew what to do with. Somepony like Karat would appreciate them, though. That would be a good way to make things up to him, she thought.

The little bell above the shop door chimed. Pinwheel let out a surprised squeal. Mr. Karat stood on the front step, smirking as he held the door open with his shoulder. "Are you going to come in or not?" He asked. Pinwheel felt her cheeks getting hotter.

"Uh, sorry." Pinwheel muttered. Karat motioned for her to come inside. Pinwheel followed him back into the store. A display case took up one side of the modest shop. Inside, gems the size of Pinwheel's hoof sparkled under the glass. Pinwheel peered into the display case, marveling at the size and color of the gems Karat had for sale.

"See anything you like?" He asked. Pinwheel's neck snapped up.

"They're all really pretty." Pinwheel answered, still blushing, "Must be really expensive."

"Well, it depends on what you're looking at, of course. I always try to keep my prices affordable." Karat answered. Pinwheel nodded, staring hard down at the carpet. Karat approached her. He wore a visor and a pair of binocular-like goggles. Pinwheel assumed they were used to examine each gem. Gently, he placed a hoof on her shoulder, "But somehow, I don't think you're here to look at gems."

Pinwheel's ears flattened back. "Well, no." She answered, looking up at him, "Listen, do you want to go get lunch or something? I'd just like to talk."

Karat reached into his breast pocket and pulled out an antique gold pocket watch. Checking the time, he smiled at her. "Well, my lunch break is coming up. I suppose I could close up a few minutes early."

"I don't mean to disturb you."

"You're not disturbing me." Karat walked behind the display case, removing his visor and goggles. With a ring of keys stashed in his coat, he locked the shelves behind the counter and sealed the display case shut. Once everything was locked, he trotted out to meet Pinwheel, "Shall we go to that café in the square?"

"That's fine." Pinwheel replied. Karat held the door open for her as she stepped back outside. The weather was growing hotter with each passing day. Just standing in the sunshine was enough to get Pinwheel sweating. Karat wore a finely tailored smoking jacket with a white dress shirt, yet he looked pristine even in the heat. Somehow, he and Rarity both knew how to avoid sweating.

They trotted side by side down the street toward the square, neither saying anything. Finally, as they turned the corner from Horse Tack Avenue onto Main Street, Pinwheel turned her head to speak, "Uh," She stumbled over the words, "I wanted to apologize for dinner the other night. It turned out sort of…awful."

Karat paused, staring at Pinwheel as though she'd changed colors. "Why are you apologizing? You couldn't have stopped it. Besides," His smile returned, "I can definitely say it was the most interesting date I've ever been on. I've never been questioned by Celestia's guards before!"

"You talk about it like it's something exciting." Pinwheel frowned at the silvery stallion. Karat chuckled.

"Maybe it is." He continued on down the street. Pinwheel trotted after him, "Compared to a young filly like you, my life probably isn't very thrilling."

Pinwheel opened her mouth to object, but quickly closed it. She'd dated the Grim Reaper, after all. Unless Karat had a secret fling with Princess Celestia, he was probably right. "Well, I'm still sorry it happened either way." She finished, "I mean, it wasn't even much of a date. We didn't even get to eat."

Karat chuckled. "Well, now you can make it up to me."

The Ponyville Town Hall and pavilion loomed over the rooftops as they approached. The streets grew more crowded as they drew closer to the square. Ponies came out in force, enjoying the warm, seasonable weather. Pinwheel looked around at the crowds. Since the incident at the Bit and Bridle, pegasus and unicorn guards patrolled the streets and the air. A pegasus in polished gold armor watched the street from the gables of a nearby cottage. Nopony paid them any mind. Ponyville had no police force of its own, after all. Barely any crime occurred in their quiet little town, so the Mayor couldn't justify hiring and training an entire police squad. Whenever anything went wrong, the Mayor just called in help from Celestia's extensive Royal Guard.

Pinwheel was too busy watching the guard to notice the grey head bobbing rapidly toward her through the crowd. The grey stallion shoved ponies forcefully out of his way, coming to the screeching halt not five feet from where Karat and Pinwheel stood. Pinwheel jerked to a stop as the stallion closed in on them. His dark trench coat billowed in the hot afternoon wind. Green eyes alight with ferocity, the colt stared Karat down.

Karat stared back, frowning in confusion. "Erm…can I help you?" He asked. The grey stallion's nostrils flared.

"YOU have STOLEN what is RIGHTFULLY MINE!" The stallion announced boldly. Pinwheel looked around. Here and there, groups of ponies were pausing to stare at them. To her horror, she realized they were standing right in front of Sugarcube Corner. Thanks to Pinkie's parties, Sugarcube Corner was one of the most popular hangouts in Ponyville.

"Hey, let's do this elsewhere." Pinwheel interjected, pointing a hoof behind her. The guard on the gables was watching them. Pinwheel could feel his eyes on her back.

"NO, Pinwheel! My HONOR must be SATISFIED!" The grey stallion insisted. Karat's eyes widened.

"Oh, Celestia. You're the colt from the restaurant."

The grey stallion huffed. "I am THE ONE who truly LOVES PINWHEEL!" He announced. Color sprung up in Pinwheel's cheeks, "YOU, GOLD KARAT, are a PRETENDER."

Karat stared at the stallion. "You know my name?"

Pinwheel grimaced. "Come on, do we have to do this in the middle of the street?" On the rooftop, the pegasus guard stood up, leaning over to watch them with his wings at full spread.

"I KNOW THE NAMES OF EVERYPONY IN THIS TOWN AND BEYOND." The stallion replied, his voice reaching a terrifyingly loud crescendo, "GOLD KARAT, I HEREBY CHALLENGE YOU TO A DUEL FOR THE HOOF OF PINWHEEL! AS IS EQUESTRIAN CUSTOM."

Pinwheel and Karat both stared at the grey colt. "…A duel?" Karat repeated, blinking slowly, "Dueling is Equestrian custom?"

Pinwheel rolled her eyes, sighing. "Maybe it was a thousand years ago."

"A thousand years?" Karat frowned deeply, "What are you…" The grey stallion interrupted them. He bashed his hoof against the cobblestones, sending bright green sparks flying across the rocks toward Mr. Karat. The old jeweler leapt out of the way, nearly crashing into Pinwheel. Pinwheel let out a loud yelp. All around, eyes turned to look at them. Karat glared at the grey stallion, "Are you insane?"

"DUEL ME!" The stallion shouted. Tense whispers rippled through the crowd.

"I will do no such thing!" Karat answered. The grey stallion reared in anger, sending more magical sparks flying from his hooves. The guard on the rooftop swooped down, snatching Karat up out of the way. Setting him down a safe distance away, the guard landed directly between Pinwheel and the grey stallion.

"Back down or I will be forced to arrest you for assault." The guard warned. Pinwheel peeked at the grey stallion over the guard's shoulder.

"I WILL NOT!" The stallion roared. Flickers of green electricity danced over his body. The eerie green light created deep, skeletal shadows in the crags of his face.

The guard stood firm. "Then you leave me no choice." But before the guard could make a move, Pinwheel tugged hard on his tail. The guard yelped, whirling around to face Pinwheel.

"Let me talk to him. Please." Pinwheel begged, looking the guard straight in the eyes, "Maybe I can calm him down."

The guard glanced over at the grey stallion, still alight with static, and then down at Pinwheel. "Ma'am, that stallion is a dangerous individual. It would be against my oath as a guard to put one of Princess Celestia's subjects in danger."

Pinwheel snorted. "You don't understand. I know him. I can handle this."

"I'm sorry, ma'am, but…" The guard never got a chance to finish. Pinwheel shoved past him and made a beeline for the grey stallion. The guard lurched after her, but missed. Pinwheel stopped short less than a foot away from the grey stallion. Their eyes met. His electric green irises flared with a kind of unholy inner light. Pinwheel didn't falter, though. She gazed at him steadily.

After a long silence, she spoke. "You're acting like a jerk." She said. The sparks surrounding the stallion's body began to fade, "If you're trying to get me to take you back, this isn't the way to do it."

The stallion's face sagged, the anger fading away. He lowered his head, letting his long, dark hair fall in front of his face. Pinwheel leaned a little closer, trying to catch his eye. He turned away.

Karat watched from behind the pegasus guard. Despite standing in the middle of a busy street, everything seemed to hover frozen in time. "Pinwheel, be careful." Karat warned. Pinwheel turned to look at him.

"It's fine, all right?" Pinwheel replied. Twisting around, she looked back at the grey stallion, "You're no good at disguises, you know. You didn't even change your colors."

The grey stallion lifted his head slightly. "It…it is not a disguise." He whispered, his voice dropping decibels, "Not entirely."

"What?" Pinwheel squinted at him. Sighing, she pushed her bangs back with a hoof, "Why did you come back? Princess Celestia said she'd punish you if you came back."

"I have already endured punishment far worse than anything Celestia can concoct." Pale Hoof replied, "I could not stop thinking about what you said."

Pinwheel glanced over her shoulder. The pegasus guard remained where he stood, leaning forward with the muscles in his legs pulled taut. He hadn't moved, but only because Pale Hoof hadn't moved either. She looked up at Pale Hoof. "What do you mean?"

"You told me that I could not treat mortals like numbers." He replied. Looking down, he gestured to his fleshy body, "That is why I did this."

Pinwheel looked him up and down. The skin still seemed to fit poorly over his body, but it was clear he'd tried his best to look mortal. Aside from his abnormal tallness and the strange expressions on his face, he could blend easily into any crowd. She gazed up at his slightly saggy face. His long, stringy mane covered most of the imperfections in his disguise. Even if somepony got a good look at his face, they'd probably just assume the wrinkles came from age. With the skin, muscle, and hair, he barely looked like Pale Hoof. Were it not for voice and behavior, Pinwheel might not have known it was him.

"You made yourself mortal?" Pinwheel asked, "But you can't just be a normal pony. I just saw you work magic without a horn."

"I can never be mortal." Pale Hoof replied, "But you said that I could not be with you unless I understood the value of mortal life. To achieve this form, I suppressed my powers. I may perform some small acts of magic, but the majority of my powers are locked as long as I am in this form. I will live as a mortal if I must, for you."

Pinwheel stared at him. "That's not what I meant at all! I never wanted you to change! I just…" Pinwheel stared down at her hooves. Looking into his eyes somehow upset her. His face wasn't ugly – not handsome, but certainly not ugly. Even so, she didn't feel as if she was talking to Pale Hoof. It was like she was hearing his voice coming out of a shoddily stitched puppet, "I just wanted you to understand how I felt. Seeing you reap all those ponies. What if you'd never met me when that happened? I could have been any one of those souls."

Pale Hoof frowned deeply. "I would never do that to you."

Pinwheel let out a growl of frustration, stamping her hooves against the cobblestones. "You just don't understand!"

"Then HELP me!" Pale Hoof demanded. Pinwheel fell silent, gazing up at him. His chest heaved and his nostrils flared, "Mortal lives fly by so quickly. This town, this country, even the lives of your beloved Princesses…all of it is but a grain of sand in an endless desert. Perhaps once I knew the world as you do, but it has been too long for me to remember. How can I care for each and every grain of sand, Pinwheel?"

"You care for me, don't you?" Pinwheel asked, "You said you loved me. That's proof enough for me."

Pale Hoof paused. His eyes flickered upward, travelling from the guard to Mr. Karat and then to all the faces of the ponies watching them. Finally, completing the loop, he looked down at Pinwheel. "I do love you. And while I fear I can never understand the mortal life as I once did, I still want to try. Because I love you." Slowly, he lowered his head. Pinwheel reached up and brushed a few stringy strands of hair out of his face. Gently, she touched her forehead to his. His skin felt cold and dry, like the pages of an old book. He gave off the faintest odor of lilies and dust, smells Pinwheel had never been close enough to notice. She closed her eyes.

"Get away from her!"

Pinwheel's eyes shot open. She jerked away from Pale Hoof, staring bewildered into the crowd. Dizzy Twist stood on the very fringe of the group, a dropped bag of groceries at her feet. "Dizzy!" Pinwheel barely had time to speak before Dizzy charged up, shoving Pinwheel out of the way.

"I knew it was you. I knew it! You leave my friend alone!" Dizzy spat, head butting Pale Hoof in the chest. He stumbled backward, nearly colliding with a mare in the crowd, "She's done with you, so stop bothering her!"

"Dizzy, stop it!" Pinwheel cried. Dizzy ignored her.

The cream-colored pegasus whirled around to face the guard. She pointed sharply at Pale Hoof. "This guy's here against Princess Celestia's orders! He's dangerous and crazy!"

"Be quiet." Pale Hoof growled.

"Hey, wait..." One pony in the crowd, a brown stallion with a dark mane, spoke up, "I saw him at the Bit and Bridle the other day! He's the killer!" Gasps and whispers trembled through the crowd.

"Yeah, he is!" Another pony added.

"Quick, arrest him!" A few ponies in the crowd stepped toward Pale Hoof. Pinwheel leapt in front of him.

"Wait, stop!" Pinwheel pleaded, "This is all a big misunderstanding!"

"Pinwheel, you told me yourself all the horrible things he did!" Dizzy retorted, spinning around to face Pinwheel, "This guy is dangerous. You're smarter than this. Why are you sticking up for a murderer?"

"He's not a murderer!"

Dizzy turned toward the guard. "Get the rest of the guards. Hurry!" The armored pegasus nodded, taking to the skies before Pinwheel could make a move to stop him. With the pegasus gone, Dizzy closed in on Pinwheel, "I don't know what's come over you, but there's no way I'm letting a murderer run free."

Pinwheel clenched her teeth. With a mighty shove, she knocked Dizzy to the ground. The pegasus fell hard on her rump, letting out a grunt of pain. "You don't even know what you're talking about!" Pinwheel yelled, her voice rising, "You don't even know what Celestia will do to him!" Pinwheel jerked around to face Pale Hoof. Up until his fight with Celestia, Twilight and her friends had been extremely accepting of Pale Hoof. Still, with Twilight's devotion to the Princess, they'd have no trouble turning the Elements on him if Celestia ordered them too. The thought sent icicles running down Pinwheel's spine. The Elements had the power to seal an alicorn princess in the moon for a millennium. What horrible punishment would Celestia devise for Pale Hoof?

"Pinwheel…" Pale Hoof reached out to touch her face. His hoof felt cool against her cheek.

"Come on, we've got to go." Pinwheel insisted. A few of the ponies in the crowd drew closer, as if to block their escape.

"Go where?" Pale Hoof asked.

"Anywhere. Just go." Pinwheel replied. Pale Hoof nodded. With a sweep of his hoof, he knocked their assailants out of the way. The rest of the crowd shrank back, clearing a path for them. Pinwheel and Pale Hoof exchanged glances before breaking into a gallop. Behind them, Dizzy Twist pulled herself to her feet. The cream colored pegasus stood stock still, watching silently as her best friend vanished into the crowd.


	24. Wild Hunt

Pinwheel slammed the screen door shut behind her. Outside, a fly buzzed on her porch. Pinwheel peered through the mesh. The sun beat down on the nearby apple orchard. A slight breeze rustled the branches. She couldn't hear anything besides the buzzing of the fly and the gentle whisper of the trees. Certainly no sound of pegasus wings. Pinwheel let out a sigh of relief. She turned toward Pale Hoof, who stood behind her in the hallway. "They didn't follow us here, but they'll probably come by soon."

"What should we do?" Pale Hoof took a step closer to her. Pinwheel looked down at the floor, then back up at him. Looking up into his makeshift faces made her feel like she was talking to a stranger. His skull face – even with its perpetual grin and gaping eye sockets – made her feel more comfortable.

"So," Pinwheel pawed at the floor, "About the Elements of Harmony. You told me they were capable of imprisoning a goddess."

"Yes."

"Then, what could they do to you?"

Pale Hoof paused. He looked uncertainly from side to side. "I…do not know." He replied at last, "Luna was just as powerful as her sister, yet Celestia still managed to imprison her for a millennium. With the Elements on her side, she is too powerful even for me."

Pinwheel took a deep breath. "Then we'll just have to keep you hidden from her." Slipping past him, Pinwheel approached the guest bedroom door. She glanced back at Pale Hoof, "Could you make another portal? You know, something that would let you visit me without attracting too much attention?"

Pale Hoof shook his head. "Using magic of that magnitude would break my disguise. If I were to do that, Celestia would without a doubt be able to locate me."

"It doesn't really matter what you look like, though, does it?" Pinwheel gestured to his face and body, "They're looking for you either way. Either you're a murderer or a Reaper. At least a portal will let you escape this realm quickly if they find you."

Pale Hoof frowned. He scuffed his hoof against the wood floor, head lowered. For a long time, he said nothing. Finally, lifting his head ever so slightly, he spoke. "But…in this form, I can touch you." He said, green eyes just barely visible through his long bangs. He lifted his head a little more, "We can have the kind of relationship you wanted. With kissing and hugging and all the things normal couples are supposed to do."

Pinwheel let out a sigh. She crossed the floor over to him. "Listen, Chuckles. I know what you mean." Gently, she touched his cheek, "But we had a good relationship before, didn't we? It doesn't matter if we're a normal couple. I don't think we'll ever be a normal couple. Especially not with Celestia's Royal Guard hunting you down."

"It will take more than a few guards to keep me away from you." Pale Hoof leaned in and touched his forehead to Pinwheel's, "If we must run, I will protect you."

Pinwheel smiled. "That's sweet, Chuckles." Gently, she pulled away, "But, to be honest, I'd rather not live on the run. If I can't convince you to open a portal, well, we'll just hide you the old fashioned way." She sidled past him and unlatched the screen door. Peeking out, she scanned the skies. No glint of gold armor or flash of white wings. Motioning for Pale Hoof to follow her, she stepped outside. Around the back of the house, there stood an old-fashioned storm cellar door, sealed shut with a rusty old padlock. Leading Pale Hoof to the cellar door, Pinwheel broke the padlock with her hoof and pulled the right side door open. The cellar yawned before them, the whitewashed steps leading down into a musty darkness. A spider made its home in the corner between the stairs and the wall. Pale Hoof's eyes lit up at the sight of it. Pulling the second door open, he hurried down the steps into the darkness. Pinwheel followed after him.

The cellar itself was tiny, barely three feet wide with no windows. The only light came from the stairwell leading back outside. There were no furnishings in the cellar besides a series of shallow shelves nailed to the wall. Pale Hoof's head brushed the ceiling of the tiny room. He turned around in a circle, inspecting the tiny room and then glancing back at Pinwheel. "Pinwheel…" Pale Hoof began, his voice hushed, "This is…"

"Cramped, I know." Pinwheel finished, "Especially for a big guy like you. But I guarantee no one will look here."

"No!" Pale Hoof's face broke into a toothy grin, "It's PERFECT!" His voice boomed, shaking not only the walls of the storm shelter but the very foundation of the house. Pinwheel nearly lost her balance. She blinked at him in confusion.

"Perfect? Chuckles, what are you talking about?"

Pale Hoof put a hoof against the wall, smiling fondly. "So DARK! So SMALL!" He replied, "This is what it is like to be in a coffin!"

Pinwheel stared. "You're the only pony I know who considers that a good thing."

Pale Hoof rubbed his cheek against the brick. "Tell me, what is this wonderful room?"

Pinwheel had to suppress a giggle. "It's called a storm cellar. You don't find them on any of the newer houses, but a lot of the older places have them. Ponies used to come here when the weather got bad. Of course, that was before the pegasi in Cloudsdale started scheduling storms."

"It is PERFECT." Pale Hoof took a deep, grateful breath, inhaling in all the dust and stale air, "If only I'd known such a room existed before!"

Pinwheel nodded. "That's what we're counting on, Chuckles. Like I said, most ponies don't have storm cellars anymore. If we're lucky, any guards coming by won't think to look here." Pale Hoof sat down in the corner of the tiny room, nestled up against the rough brick walls. With his grey coat and black hair, he meshed perfectly into the shadows. Even with the doors open, one could easily mistake him for simply a tall shadow. Pinwheel's grin widened, "I'm glad you're so comfortable."

"Close the doors, please." Pale Hoof gestured to the cellar door. Pinwheel turned and pulled them to. Darkness swallowed the tiny storm cellar. Pinwheel felt her way over to the corner where Pale Hoof sat. Touching his hoof, she settled down next to him. Fondly, she patted his leg.

"Reminds you a little of home, I guess?"

"A little."

Pinwheel leaned back against the brick wall, staring blankly into the darkness. She could feel Pale Hoof beside her. Even with his disguise though, he wasn't warm. His pelt felt cool to the touch. While he wasn't frigid, he didn't feel like any living pony. Listening to the silence, Pinwheel realized all of a sudden that she couldn't hear him breathing. Shifting herself around to face him, she squinted into the darkness. "This disguise thing…" She began, "How, er, 'in-depth' is it?"

"I do not understand your question."

"You said you could never be mortal, but, " Pinwheel paused, searching for the words, "you look pretty good. And it doesn't hurt me when I touch you. But at the same time, I don't hear you breathing. And I don't think any living pony would feel as cold as you do."

Pale Hoof didn't reply immediately. He remained silent for a few seconds. The quietness set Pinwheel's teeth on edge. "I could simulate breathing, if you like." He replied, "It is true that I do not need to breathe, even in this form. And while my body looks and feels solid, I lack the circulatory system that would make me warm to the touch."

"So it's just an illusion? But you said you suppressed your powers."

Once again, Pale Hoof didn't say anything. He paused for a few seconds. Pinwheel could hear him scratching his hoof against the floor. "It is not an illusion. This body is real. I built it." He replied, "There are many things you do not know about me, Pinwheel. I used to have a fleshy body, much like this one. But when I became Reaper, my flesh degraded and sloughed off. I could rebuild my body with my magic, but I soon found that such efforts suppressed my powers. The power of the Reaper lives in my bones. To cover my bones is to choke off my powers."

"So that's why performing powerful magic would break your disguise? It would cause your disguise to slough off?"

"Exactly."

"But…I don't get it. You built your body up around your skeleton, right? You could have made yourself look like anypony you want. You could disguise yourself as Princess Celestia if you want." Pinwheel gestured to him in the darkness, "You're definitely tall enough."

Pale Hoof shook his head in the darkness. "I am no shapeshifter. I cannot change my cutie mark or the shape of my bones. It is impossible for me to be anypony but myself." He gestured to the ratty trenchcoat he still wore, "There are hundreds of grey ponies and ponies with dark hair. If I hide my cutie mark, I am still anonymous."

"You still look sort of like a hobo in that coat." Pinwheel replied. Pale Hoof let out a wheezy chuckle. Before Pinwheel could open her mouth to say anything else, though, she caught the sound of voices outside. All her muscles tensed. Holding her breath, Pinwheel inched to her feet and approached the staircase. Gently, she pushed the storm cellar door open a crack and peered out. Through the tall grass, she could just make out the figures of two well built pegasi standing in the road in front of her house. The tall plumes on their helmets and gold armor on their backs made them unmistakable. She quickly shut the storm cellar door.

"Pinwheel?" Pale Hoof's voice was barely a whisper. Pinwheel shushed him.

"Celestia's guards are out there." Pinwheel whispered back, "Shoot. I thought we'd have a few hours at least."

"I think I heard something over here."

Pinwheel's blood went to ice. The voices were now right outside the cellar door. She could barely see Pale Hoof in the darkness, but Pinwheel still put her hoof to her lips. Gently, she pushed the cellar door open. Light flooded the tiny storm cellar. Pale Hoof pressed himself hard into the corner. Pinwheel grinned nervously at the two pegasus guards standing less than five feet from the cellar door. "Hello there, officers." Pinwheel waved stiffly at the two ponies, "What brings you to my house?" She hopped up out of the cellar, closing the door behind her.

The pegasus guards eyed her suspiciously. One of them stepped forward, clearing his throat. "Sorry to be snooping around, ma'am." The first guard began, "What were you doing down there?" He pointed toward the storm cellar door. Pinwheel let out a high pitched giggle.

"That's just my cellar. I was down there trying to fix a leaky pipe!" Pinwheel replied.

The guards exchanged glances. "All right." The first guard said, "Listen, ma'am, we were sent here to investigate a murder at a local restaurant. The Bit and Bridle incident? We have a testimony from a guard that says you witnessed the murder."

Pinwheel nodded slowly. "Uh, yes. Yes, I was there."

"The murder was allegedly committed by a tall, grey colt wearing a black coat." The second guard spoke up, "Earlier today, one of our guards reported you were seen with a colt matching that description."

Sweat prickled on Pinwheel's forehead. "I don't really remember anything like that."

"We need you to cooperate, ma'am."

"I really, REALLY don't remember anything like that." Pinwheel's grin sat frozen on her face. The guards once again exchanged glances. Pinwheel swallowed hard. Her throat was going dry. One of the guards opened his mouth to say something, but the creaking of a nearby door hinge silenced him. Pinwheel's blood turned to ice in her veins. Slowly, she looked over her shoulder. Pale Hoof stood half-in and half-out of the storm cellar, supporting the door with his right hoof. Pinwheel let out a high pitched squeak. She whirled around to face the guards, "Now hold on, it's not what you think!"

"That's him!" The second guard shouted, pointing at Pale Hoof, "That's the murderer!"

"Get him!" The first guard yelled, shoving Pinwheel out of the way and lunging for the cellar door. The other guard followed him. They barely made it a foot, though. A sudden burst of green lightning blinded Pinwheel. When the light faded, the entire side of the house was singed and the two pegasi guards lay on the grass. Pale Hoof gripped his scythe in his teeth. Pools of blood leaked from their sliced throats. Blood speckled their polished armor. Pinwheel turned and vomited on the grass. Pale Hoof pulled himself up out of the storm cellar and stepped calmly over the corpses. His scythe evaporated into a curl of black smoke. Pinwheel stared at him, wiping a string of drool from her chin.

"You can't just keep KILLING ponies!" She yelled hoarsely. A whiff of the guards' blood reached her nose. Pinwheel doubled over again, dry heaving on the grass.

"I _will REVIVE_them_AFTER we_ are SAFE!" Pale Hoof's voice modulated in volume, jumping decibels between words. Pinwheel turned, taking a long look at him. Black steam bled off his body. Tiny flakes of skin peeled off him and drifted into air. A patch lifted off his cheek, revealing bone beneath it. Pale Hoof looked down at himself, "NO…"

"Your disguise is breaking? Already?" Pinwheel asked, watching as bits of skin chipped off his face. A lock of his hair dropped from his scalp and fell on the grass, "Shoot. We've got to get moving."

"_AGREED_." Nearly half the skin on Pale Hoof's face had evaporated. His right eye lolled in its exposed socket. Suddenly, Pinwheel found herself lifted into the air. A bony wing pushed free from Pale Hoof's shoulder, cracking through the skin as though it were an eggshell. A second wing emerged on the opposite side. Twin clouds of black mist erupted from the holes. Shadowy membranes knit themselves together over his wing bones. Pinwheel grimaced.

"Doesn't that hurt?"

"_OF COURSE NOT_." Pale Hoof stretched out his wings. The curls of black smoke were reaching high up over the treetops. Pinwheel tilted her head back to look.

"You're, uh, smoking." She said, pointing out the cloud of smoke drifting above Pale Hoof's head. He paused, glancing upward.

"_MAGICAL BLEED. I CANNOT STOP IT._" He replied. Another hoof full of hair tumbled free of his scalp. When he turned to look at Pinwheel, his right eyeball popped out of its socket and dropped to the ground. Pinwheel turned a pale green. Pale Hoof frowned at the eyeball, nudging it gently with his hoof. Immediately, it exploded into ash, "_WE OUGHT TO GO._"

"Where are we going?"

"_AWAY_."

"The guards will find us in a heartbeat with all that smoke following you."

"_THEN WE WILL GO TO A PLACE WHERE MY MAGICAL BLEED WILL NOT BE NOTICED_." Pale Hoof took off into the air, carrying Pinwheel behind him with telekinesis. Pinwheel squinted in the wind, her eyes watering. Pale hoof hesitated a moment, then turned southeast. He tore across the sky over Ponyville, leaving the city quickly behind them. Black smoke followed in his wake, growing darker and darker and more pieces of his disguise broke off. Flying across the fields to the outside of Ponyville, Pale Hoof banked hard toward the Everfree forest. Clouds cluttered the sky above the forest. There were no pony towns anyone knew of in the forest, so naturally the pegasi in Cloudsdale ignored it. Strange rumbles and growls echoed between the overgrown trees.

"Hey, hey!" Pinwheel flailed her legs in the air, "Where are we going?"

"_YOU'LL SEE._" Pale Hoof began to circle over a sparse patch of trees. He spiraled slowly downward toward the tree line. A deep, water-filled chasm cut a winding path through the forest. Low, misty clouds meandered across the forest floor. Pinwheel felt a sudden pang of recognition.

Pale Hoof found a bare patch of land and touched down. He set Pinwheel down on the grass beside him. Most all of his skin had peeled off. His left eye balanced precariously in its socket and a few stray strands of hair clung to his skull. His decaying face would send any other pony running for the hills, but Pinwheel found it comfortingly familiar. He looked much more like himself now. Turning, she gazed at the spot he'd touched down. There, at the top of a gentle slope, stood the crumbled ruins of the old Equestrian palace. Pinwheel could just barely make out the shapes of the buildings in the mist. She turned back to face Pale Hoof. "This is where we had our first date."

"_INDEED._" Pale Hoof nodded, "_THE RUINS OF THE ROYAL SISTERS' PALACE._"

Pinwheel looked at the ruins. Crumbling buildings wove between the trees. Towers, ballrooms, and courtyards, all overrun with growth. "This place is probably full of hidden rooms." Pinwheel began, trotting toward the front door. Two massive bronze doors guarded the collapsing entrance hall, "Provided we can find a hiding place that's not buried under rubble."

"_I DO NOT THINK RUBBLE WILL BE AN ISSUE._"

Pinwheel pushed the front door with her head. It creaked on its rusty hinges and swung inward. The entrance hall, with its piles of rubble and broken glass, looked just like it had when she'd taken Pale Hoof here on their first date. Pinwheel navigated around the rubble, looking around for any caverns or divots that might indicate a collapsed doorway or hall. As she looked over the ruins, though, she felt a sudden knot forming in her stomach.

"So…I guess this means we're on the lam now."

Pale Hoof looked left and right. "_I DO NOT SEE ANY BABY SHEEP._"

Pinwheel groaned. "No! I mean, we're on the run. I can't go home until this gets sorted out. It's goodbye Ponyville." She scuffed her hoof against the floor, "I wish I'd had some time to pack…"

Pale Hoof paused. "_I…DID NOT REALIZE THAT._"

"We're going to be camping out here a while, I guess. At least until Celestia's guards track us down again." Pinwheel brushed a few pieces of broken glass and rubble aside, then sat down, "Well, we've got shelter. And there's water down there in that chasm. We'll need some wood for a fire…"

"_ARE YOU SURE YOU CANNOT RETURN TO YOUR HOME?_"

"Well, they have my name down in connection to a murder. And once Celestia figures out you're here, I'll be the first pony she talks to."

"_THAT IS TRUE._"

Pinwheel peered over her shoulder at the Reaper. "Are you sure that you can't patch things up with Celestia?" She asked, "For me?"

"_NO._"

"Pale Hoof…"

"_IT IS IMPOSSIBLE._"

Pinwheel nodded. "If you say so, big guy."


	25. Kiss of Death

They did not talk much after that. Pinwheel settled herself near a window overlooking the nearby chasm while Pale Hoof set to work remaking his body. She watched him work for a moment, but when he started regenerating his eyeballs and popping them back into place, Pinwheel decided her stomach wasn't quite strong enough. They made a wet, gushy noise when he pushed them into his socket. Just the noise was enough to make Pinwheel's guts churn.

Pale Hoof pieced his mortal body back together like he was building a model ship. He crafted each tendon with extreme care, placing them with the precision of a surgeon. As a result, the rebuilding took hours. By the time he was finished layering the muscles on his face, the moon had risen up above the Everfree forest. Pinwheel could make out its hazy, blue-white glow through the clouds. Watching the sun fade, Pinwheel twisted around to look at Pale Hoof. Skin and fur crept like a fungus over the newly formed muscles in his face. It crept up his nose, over his forehead, and finally covered his ears with a final '_squelch_'. Pale Hoof stretched his jaw and blinked his eyes. His mane and tail had not quite grown in yet. Pinwheel could see the short black fuzz crawling up the back of his neck, though.

"All fixed?" Pinwheel asked. Pale Hoof looked toward her, his left eye lolling freely in its socket. He knocked the left side of his head. One blink later, the eye was back in alignment.

"All fixed." With his powers suppressed, his voice no longer carried the eerie resonance it had with his skull exposed.

"Do you have to cover up your skull?" Pinwheel asked, sliding down off her pile of rubble. Pale Hoof blinked at her.

"Is this face ugly to you?" He asked, touching his cheek with a hoof. Pinwheel shook her head.

"No, it's not ugly. You look fine. I'm just used to the skull is all." Pinwheel replied, "You don't look like you with all that skin all over your face."

Pale Hoof let out a wheezy chuckle. "I recall that, on our first date here, you wanted me to cover up my skull."

"Well, that was a long time ago!" Pinwheel scoffed, brushing the dust from her rump. As she approached Pale Hoof, though, her expression switched, "So what's the verdict, big guy? Will Celestia be able to track us here?"

"Unfortunately, that is unavoidable." Pale Hoof pointed up toward the sky. Pinwheel tilted her head back. His trail of magical bleed was still extremely apparent, even against the darkening sky. It hung like an inky black veil over the stars. It marked a trail directly from Pinwheel's house to the door of the ruined castle. Pinwheel swallowed hard.

"How long until it fades?" Pinwheel asked.

"It will fade within a day or so. It is pure magic, after all, and pure magic cannot hold solid form for long." Pale Hoof reassured her. Gently, he patted her on the shoulder, "We ought to find a place to hide soon, though. We are very lucky they have not followed us yet."

Pinwheel nodded, then turned to look at the ruined entrance hallway. Doors and arches lined the walls of the hall, but most of them were blocked by rubble. Some doors lead nowhere at all. One promising archway stood on the extreme edge of the nearby chasm. Crumbled pillars in the misty gorge suggested that wasn't always the case, though. A battered staircase led up out of the hall toward a lone tower still standing despite the ravages of time. The tower overlooked a weedy, overgrown courtyard. Pinwheel pointed toward the tower. "Looks like that's our best bet."

Pale Hoof looked up at the single tower. "I suppose…" Pinwheel motioned for him to follow her. The two of them started up the staircase. As they ascended, Pale Hoof turned his head and looked down into the courtyard. Fallen columns lay in the tall grass, evidence that the courtyard used to be surrounded by an arcade. A massive old willow stood in the heart of the courtyard, its fronds whispering in the cool night wind. Pale Hoof paused at the sight of the willow, "I remember this place."

Pinwheel paused mid-stride. "Huh?" She looked down at the courtyard, "That courtyard down there?"

"Yes. I used to play there, as a foal."

Pinwheel's mouth dropped open. "You were a foal?"

Pale Hoof lowered his head. "I suppose I have not been entirely honest about my origins." He replied, "But my memories of that time are so muddled, I do not know if they are entirely real."

Pinwheel chewed her bottom lip in thought. "Well, you always said that you were immortal and eternal. So that's just what I assumed." She looked up at him with a small smile, "After all, you are Death. Death's been around since the beginning of time."

"Both of those things are true." Pale Hoof replied, "I have memories of a time long before Equestria even existed – before life as you know it existed. But I also have memories of a childhood. My childhood. And many of them were here."

Pinwheel patted him gently on the cheek, "We'll have plenty of time to talk about that stuff." She answered, "I was pretty upset when we had that fight, so I'm not letting you out of my sight again. But for now, let's get to that tower." Just as she finished, a shadow rustled through the fronds of the willow. Pinwheel tensed. With her mouth pressed shut, she motioned for Pale Hoof to keep going. The two of them hurried up the rest of the way to the tower.

Pinwheel shoved the rusty door in with her shoulder. The hinges squealed and snapped, causing the door to break off and topple inward. The impact sent clouds of dust flying into the air. Pinwheel coughed as she stepped over the fallen door. Any furnishings in the tower had long since rotted, but the remains of a spiral staircase still jutted from the wall. Tilting her head back, Pinwheel looked toward the ceiling.

Moonlight filtered through a hole in the floor above. Pinwheel smiled. "I think there's a room up there." A tower room would give them a good vantage point to see any approaching ponies. Walking over to the stairs, Pinwheel tested the first step with her hoof. The stone stair held. One by one, Pinwheel ascended the stairs. Pale Hoof followed after her, waiting behind as she tested each step. The staircase reached over 80 feet high and no railing separated Pinwheel from the fall. She tried not to look down. Finally, she reached the top. Poking her head through the hole in the tower room's floor, she looked around.

Moonlight poured through the holes in the tower's roof. The clouds overhead had parted, revealing the moon in its immaculate silver glory. A single window looked out on the courtyard. Pinwheel pulled herself up into the room. Pale Hoof followed after. "Looks safe enough." Pinwheel said, smiling back at Pale Hoof, "This'll be a good lookout point—" Pinwheel's speech halted when she caught sight of wings moving outside the window. They weren't the traditional white of Celestia's guards, but a black sweep, like a bat. Pinwheel hurried to the windowsill.

"Pinwheel?" Pale Hoof asked, taking a step toward her.

"Thought I saw something—" Pinwheel let out a squeak. A dark blur cut across the sky. It banked left toward the tower and began spiraling slowly down into the courtyard. As it slowed down, Pinwheel could make out the shape of the object. It was a narrow, dark purple chariot decorated with spikes. Two grey pegasi, both armored to match the chariot, towed the vehicle. A slender, cloaked figure sat in the single seat. They touched down in the courtyard. The chariot jostled as it hit the ground, but the figure in the seat held herself with incomparable grace. Once the wheels came to a stop, the figure stepped out of the carriage. Her cloak evaporated into a cloud of bats, revealing a dark blue body underneath. Her mane, an ephemeral nebula of stars, spilled free of its hood. The elegant blue mare lifted her head and stared directly at the tower window. Pinwheel ducked, "Pale Hoof, we've got trouble!"

"Trouble?" Pale Hoof ambled over to the window, leaning over Pinwheel to see out. His body tensed as soon as he laid eyes on the mare, "Luna."

"Princess Luna?" Pinwheel peeked over the windowsill. The blue mare stared steadily back. Pinwheel could see it now – the crown, the jewelry glittering on her neck and hooves. If the starry mane wasn't enough of a hint, it was obvious now. The pony, with her chariot, crown, and guards, was, without a doubt, a princess, "Shoot! We're cornered. If we try to fly away, she'll just chase us down in that chariot."

"If she were here to capture us, why did the guards not land through the roof?" Pale Hoof asked, "They chose to land in plain view. She is calling us out."

"A challenge? Is she going to fight you?" Pinwheel asked. The princess' held a firm stance with her chest puffed and neck straight. Her starry mane rippled around her shoulders like a cape. Pinwheel could not quite make out her expression, but she could see enough to know the princess wasn't smiling. Pinwheel shrank back below the windowsill. She tilted her head back to look at Pale Hoof, "If she wants to fight, we're better off running."

"I do not think she is looking for a fight." Stepping over Pinwheel, Pale Hoof made his way toward the stairs. Pinwheel followed after him. He descended briskly toward the ground, exiting the tower without waiting for Pinwheel to catch up. Below, in the courtyard, the bat-winged pegasus guards were unhinging themselves from the chariot. Pale Hoof stopped on the landing above the courtyard. He stared down at the princess, his expression neutral. Below, Luna spread her wings and took off. She landed a few steps down, mere feet away from Pale Hoof. Every muscle in Pinwheel's body seized up. The two ponies regarded each other coldly for several seconds. Finally, Luna rushed up to the landing and threw her front hooves around Pale Hoof's neck.

Slowly, she pulled away. The princess gave a small, hesitant smile. "It's been a long time, friend." She said, her voice soft.

"One thousand years." Pale Hoof replied. Pinwheel stood stunned.

"I thought you were going to kill him!" She breathed. Luna stared at Pinwheel as though she'd just popped into existence. A deep blush rose into the princess's cheeks.

"OH MY! WE ARE SORRY WE DID NOT REALIZE ONE OF OUR SUBJECTS WAS HERE!" The princess shouted at the top of her lungs. Pinwheel winced at the sudden jump in volume, "PLEASE FORGIVE OUR INFORMAL BEHAVIOR!"

Pinwheel blinked at the princess. Her face felt damp. It took her a moment to realize it was the Princess' spittle from all her yelling. Pinwheel gagged. The princess' blush intensified. She put a hoof to her mouth. "Uh. Hello to you too." Pinwheel replied, smiling awkwardly at the princess. She stuck a hoof out to the alicorn, "You're Princess Celestia's sister, right?"

"INDEED WE ARE!" The blue alicorn shouted. More spittle hit Pinwheel's face, "WE HAVE COME HERE ON BEHALF OF OUR SISTER TO NEGOTIATE WITH THE ONE KNOWN AS PALE HOOF!"

"Uh, great. Okay." Pinwheel replied. The princess looked down in shame.

Pale Hoof looked at Pinwheel, then back at the princess. "Luna, this is Pinwheel. She is a very special pony to me. You do not need to be formal around her."

Luna looked from Pinwheel to Pale Hoof. She smiled timidly. "Well… if you say so, old friend. It is my great pleasure to meet you, Lady Pinwheel." Luna inclined her neck to Pinwheel. Pinwheel smiled back, wiping the lens of her glasses on her coat, "We—er—I apologize for getting you wet."

"It's fine. A little spit doesn't hurt anything." Pinwheel pushed her glasses back up her nose, "You said you came on behalf of Princess Celestia."

"My sister said that perhaps negotiations would go smoother if I came in her stead." Luna replied. She smiled at Pale Hoof, "I am sure you do not want to stand out here all night, so…" 

Pale Hoof cut her off. "Do not waste your breath, Luna. I am not going to negotiate anything."

Luna's smile dropped from her face. "But…but of course you are going to negotiate! You cannot keep fighting my sister forever!"

"I can and I will." Pale Hoof replied. Luna tried to reply, but couldn't quite get the words out. Her mouth flapped like a fish's, emitting helpless squeaks in place of language. Pale Hoof waited patiently for her to find her words. When she didn't, he casually turned back toward the tower. Luna lurched forward, grabbing his tail with her teeth. Pale Hoof stumbled forward, nearly face planting into the stairs. He spun around to face Luna, jerking his newly formed tail out of her teeth. Luna coughed, "Leave it, Luna."

"Is this how you greet a friend after a thousand years?" Luna barked, "I've been gone for so long. And I come back to find all my old friends gone or dead! Besides Celestia, you are the only one left I remember!"

Pale Hoof let out a chilly sigh. "Luna, this is beyond your understanding."

"I am no child!" Luna yelled, "I am just as powerful as you!"

"We began drifting apart long before you were sealed in the moon."

"That may be true, but you never hated my sister." Luna replied, "Even if you never spoke, you were still friends."

Pinwheel slipped in between the two tall ponies. "Hey, hey," She began. Pale Hoof and Luna stared down at her, their expressions hard. Pinwheel tried to smile, but found she couldn't, "Listen, I know you two are old friends and everything, but I'm not sure this is the time or the place to talk about that sort of thing."

Luna huffed. "Then pray tell, what WOULD be an appropriate time?"

"One that isn't now." Pinwheel replied. Without waiting for a response, she turned toward Pale Hoof, "Listen, Chuckles. I think that if Celestia's willing to talk things out, we should take her up on it."

"I will not talk to her!" Pale Hoof barked hoarsely, "She will try to banish me again. I will not allow that!"

"Luna said she just wants to talk!" Pinwheel insisted, "If you'd talk to Celestia for once without flying off the handle, maybe we can work something out! Please!" Pinwheel gripped Pale Hoof's shoulders with her hooves and stared him down. They locked eyes for several seconds before Pale Hoof jerked away.

"She will banish me. And then I will never be able to see you again." He said, turning his head away. His voice grew soft, nearly inaudible.

"Is this pony that important to you?" Luna asked, gesturing to Pinwheel. Pale Hoof whipped his head back around, his expression suddenly stern.

"The mortal world means nothing to me anymore. Why would I be here if not for Pinwheel?" He replied. Luna's eyes widened, "I love her. And I will not let Celestia take her away from me."

"My sister would not tear apart two ponies who love each other." Luna replied, "She is no tyrant."

Pale Hoof clenched his teeth. "Need I remind you of how she imprisoned you in the moon for a millennium?"

Luna's cheeks flared red again. "That…that has nothing to do with this. I have made my peace with that incident and I do not wish to discuss it!"

Pale Hoof fell silent. He turned his face away. Luna's chest heaved. Pinwheel frowned at the two ponies. Gently, Pinwheel leaned over and touched Pale Hoof's shoulder. "Pale Hoof, listen." She pleaded. Pale Hoof turned toward her, "Celestia can't banish you without the Elements, right? Twilight and her friends have them now, remember? So even if she threatens to banish you, it's not as though she can actually do it."

Luna nodded. "There is no choice but to negotiate. Please."

Pale Hoof regarded Luna and Pinwheel for several seconds. At long last, he sighed. "If I go try to speak to Celestia, it may come to blows."

"My sister would not fight you unless she had to." Luna reassured him, "And I will be there to assist, if you'll have me."

"I do not care what Celestia says, I will not return to my realm quietly." Pale Hoof growled. His voice rumbled in his throat like a miniature earthquake. The sound sent a chill rippling down Pinwheel's spine. She remembered Pale Hoof's first fight with Celestia in vivid detail. She remembered how the princess slowly aged and decayed right before her eyes. How Twilight had screamed and wept at the sight of her mentor so close to death. No part of her wanted to relive those moments.

Luna gestured toward her chariot. "Lady Pinwheel will fly with me. You ought to follow behind us." She said, "It would be better if I arrived first. To explain the situation to my sister." Pale Hoof nodded.

Pinwheel swallowed hard. Already, a million disastrous scenarios were playing out in her head. Celestia dead or Pale Hoof banished. If they fought, they would be fighting on a level playing field. Anything at all could happen. "All right, I guess…" She said at last. Turning slightly, she peered at Luna, "After you, Your Majesty." Pinwheel pointed toward the stairs. Luna gave Pale Hoof one last, suspicious glance before turning and making her way back down the steps. Pinwheel shuffled her hooves, staring at the landing. Pale Hoof took a step closer to her.

"Pinwheel," He began, but Pinwheel cut him off. She leapt forward, latching her hooves around Pale Hoof's neck. She squeezed him hard and kissed him on the cheek. Luna had made halfway down the stairs by the time Pinwheel pulled away from him.

"I figured that I'd better do that while I can." Pinwheel grinned a little too widely, "You know, just in case things between you and Celestia go sour. Er…even sourer, I mean."

Pale Hoof said nothing. He leaned forward and planted a kiss squarely on her mouth. "I will not let Celestia keep us apart."

Pinwheel blushed, "Yeah, well…don't do anything stupid, okay, big guy?" She patted his cheek, "We'll work something out."

"We will."

Luna shouted up from the bottom of the stairs. "LADY PINWHEEL! ARE YOU COMING?" Giving Pale Hoof another quick peck on the cheek, Pinwheel turned and hurried down the stairs. Luna ushered her into the seat of the chariot as her two guards harnessed themselves to the front. As they buckled themselves in, Pinwheel turned and looked up at the landing. There, Pale Hoof stood silhouetted against the sky. The bat-guards stretched their wings and pulled the carriage into the air. As the carriage pulled away, Pinwheel leaned over the edge, watching as Pale Hoof grew smaller and smaller.


	26. Til Death Do Us Part

Pinwheel leaned over the edge of the chariot, watching as the Everfree Forest passed beneath them. The trees swayed back and forth in the night wind. From Pinwheel's perspective, it almost looked as though the forest was breathing. Deep, mournful cries echoed through the wilderness. Giant creatures trudged through the underbrush, shaking the branches of all the trees around them. Once upon a time, this forest shined brightly as the center of Equestrian government. So, once upon a time, this place had been as safe as Ponyville square. Pinwheel drew away from the edge and sank back into the plush upholstery. Princess Luna glanced over at her.

"The ride is only about twenty minutes." Luna reassured her, "Canterlot is directly north of here."

Pinwheel glanced sidelong at the Princess. "Oh, that's good, I guess." She tried to smile, but couldn't quite manage it. Luna nodded. She picked absently at the embroidery on the seat cushion. The Princess kept her long legs folded close to her body. The seat of the chariot had enough room to accommodate two normal sized ponies, but with the leggy princess next to her, Pinwheel felt more than a little bit cramped. The two of them tried desperately not to touch each other. Only a thin, two inch strip of space separated them in the seat.

Neither of them spoke for several minutes. Pinwheel kept her eyes fixed on the scenery passing below them. She listened for the swoop of Pale Hoof's wings behind them, but the wind in her ears drowned out all but the loudest noises. A tight knot of dread settled in Pinwheel's stomach as they drew closer to Canterlot. She couldn't help but picture Pale Hoof lying broken on the palace floor with Celestia's hoof planted on his chest. She shook her head, trying to clear the images. Luna said herself – Celestia only wanted to talk. And really, why wouldn't she? Three ponies, including two of her royal guards, now lay dead. To Pinwheel's knowledge, Pale Hoof hadn't even bothered reviving them yet. That was on top of the hundreds, if not thousands of deaths Pale Hoof caused after the gala. Pinwheel's throat went dry. She didn't want to admit it, but Celestia had every reason to want Pale Hoof banished. Any pony who threatened Equestria's well being in such a huge way _should_ be sent away.

The thought of never seeing Pale Hoof again, though, made Pinwheel's eyes water. A few tears rolled down her cheeks. Luna turned, opening her mouth to say something, then paused when she saw Pinwheel crying. "Are…are you all right?" The princess asked. She hesitated a moment, then reached over and touched Pinwheel's shoulder, "Why are you crying?"

Pinwheel turned toward the princess. "Are you sure Celestia won't hurt Pale Hoof? Are you sure she won't banish him?"

Luna opened her mouth, and then closed it. She stared straight ahead. Pinwheel followed her gaze. She could see the white spires of Canterlot in the distance, glowing against the night sky. Luna took a deep breath. "I do not know." She replied, looking down at her hooves, "I…do not really know my sister anymore. So many things can change in one thousand years, including my sister. She still seems like the kind pony I knew, but I cannot say how much she's shifted since I last saw her. I've only been home for a year. A year isn't long enough to really know someone, especially someone like her."

Pinwheel wiped her eyes. "After the gala, she fought with him. I mean, she _really _fought him. And I was scared they were going to kill each other." She said, "What if they fight again? I'm not sure I could stop it this time."

Luna turned back toward Pinwheel. "If they fight, I'll stop them." She thumped her hoof against the seat cushion confidently. Pinwheel stared at her, "Equestria needs both of them. If they destroyed each other, things would be even worse than if Discord came back."

Pinwheel blinked. "Discord?"

Luna's cheeks turned bright red. "Oh, that's nothing. That doesn't matter." She laughed nervously. Then, all of a sudden, her expression turned serious again, "The point is, they both know about the awful things that would happen if either of them fell. And if they're foalish enough to fight in spite of that, well, that will be our call to step in."

Pinwheel smiled in spite of her tears, "Thank you, Princess."

"Please, you may call me Luna. There is no need to be formal." Luna replied, turning her head back toward the view of Canterlot, "They raised the three of us together, Pale Hoof, my sister, and me. So if you're his lover, that means you're practically family anyway."

Pinwheel blushed deeply, "I wouldn't say that. We're just dating. It's not as though we're getting married…"

Luna chuckled. "Give it time."

The two bat-pegasi began climbing higher into the air. Pinwheel looked over the side. They flew almost parallel with slope of a mountain. There, up above them, sat Canterlot. Although late in the night, the streets still glowed with warm lantern light. As they flew over the streets, Pinwheel could spot unicorn guards patrolling the quiet boulevards. The chariot sailed past the shopping and residential districts, though, and headed straight for the palace. Pinwheel looked ahead at the tall towers. Every window in Celestia's palace shone with a warm, friendly glow. No matter how late it was, no one in the palace would be sleeping tonight.

The guards began to descend. The touched down in front of the palace's main door. Unhitching themselves from the chariot harness, they rushed to help Princess Luna out of her seat. Pinwheel followed after the princess. Bowing, the two bat-pegasi hurried to open the front doors.

Silence swallowed the Canterlot palace. Pinwheel couldn't hear anything beside their hoof beats. Maybe the staff was sleeping after all. Luna led Pinwheel through the entrance hall and up the stairs into the main ballroom. Rubble from the Grand Galloping Gala disaster still littered the ballroom floor. The golden alicorn statue lay in pieces on the floor, surrounded by chunks of marble from the fallen columns. The staff had the rubble roped off with yellow tape. Signs proclaiming the area a "construction zone" sat all around the damaged areas. The rubble distracted Pinwheel so much that she didn't notice Princess Celestia until she bumped into her.

"Oof!" Pinwheel stumbled backward, rubbing her forehead with her hoof. Looking up, all the muscles in her body went tense. Princess Celestia stood in the middle of the ballroom with her back to Pinwheel. The princess peered over her shoulder, violet eyes wide, "Oh my goodness, I'm sorry, Princess! I didn't mean to disturb you!"

Celestia turned around, looking from Pinwheel to Luna. "I didn't know you were bringing them here, Luna."

"Pale Hoof agreed to negotiate with you personally." Luna replied, "Pinwheel and I came ahead."

Celestia nodded. "I see." Putting on a soft smile, Celestia extended her hoof to Pinwheel, "Pardon me for not greeting you properly, Miss Pinwheel. I was a little surprised to see you here."

Pinwheel took the princess's hoof and shook it stiffly, "I'm sorry if we messed up your plans, Princess."

"Of course not, Pinwheel." The princess replied, "I was waiting on Luna to return anyway. Until then, I was just surveying the damage here in the ball room."

Pinwheel felt her face growing hotter. "I'm sorry for that too."

"Nonsense. I don't think any of the damage in here was your fault, Pinwheel." Celestia laughed gently. Pinwheel cracked a nervous grin, "Do you mind talking in here? I know it's a little dirty, but I think most of the palace rooms have been locked up for the night."

"I don't mind, Princess." Pinwheel replied.

Celestia nodded. Still smiling, she looked up at Luna. "May I speak to Pinwheel for a moment alone, Luna?" Luna hesitated a moment, glancing uncertainly at Pinwheel, but then bowed her head and made for the door. Pinwheel opened her mouth to stop her, but Luna was already gone. Pinwheel looked up at the sun princess. In the middle of the huge, empty ballroom, standing next to the most powerful pony in Equestria, Pinwheel felt unbearably small and fragile. A charge of fear pulsed through all four of her limbs. Celestia's sweet smile faded. A strange, unfathomable sadness crept into the princess's expression. Pinwheel's muscles, tensed as if preparing to run, uncoiled, "Are you afraid of me?" The princess asked quietly, her voice no louder than a whisper.

"Afraid, Princess?" Pinwheel repeated.

"You've been tense ever sense you walked in here." Princess Celestia replied, "I understand how you must feel. You're afraid of what I'll do to Pale Hoof."

Pinwheel blinked, then nodded. "I don't want you to banish him. He and I, we're…"

"In love." Celestia finished.

Pinwheel nodded again. "Yeah."

Celestia let out a long, slow sigh. "He returned because of you. That much I understand. It hurts to be separated from the ponies you love." Celestia turned away from Pinwheel and stared toward the door where Luna left, "Actually, I probably understand that better than anypony."

"Princess?"

Celestia looked back down at Pinwheel. "I've known that Pale Hoof was here for days, but I knew he was visiting you, so I let it slide." The princess continued, "That was foolish of me. When I heard ponies were dying in Ponyville, I realized he'd gone out of control again."

Pinwheel shook her head. "He's not out of control. He's not! The waiter's death was an accident and the guards…well…" Pinwheel closed her eyes, "He doesn't deserve to be banished. I know you said you would banish him, but he can bring those ponies back. He doesn't understand that you just can't kill ponies. Please, just please…"

Celestia put a hoof to Pinwheel's lips. "You have to understand that he's always been like this." She lowered her hoof, "He's stubborn. He's set in his ways and he never wants to change. No one can make him change. While you've definitely gotten him to warm up, you can't undo a thousand years of habit."

Pinwheel tried to think up a reply, but couldn't. She stared down at the reflective marble floor. Her own reflection, distorted slightly by the waves in the marble, stared back. Her mouth worked to find the right words. "Maybe you're right, but…" Pinwheel paused, taking a breath, "Actually, you're exactly right. He's dangerous. And I probably can't do anything to change him, but I still love him. He loves me too. It would kill me to lose him."

Celestia bowed her head. "I know." She replied, "It would be wrong of me to tear apart two ponies who love each other, but he must face some kind of punishment for his actions."

"But you can't banish him, you just can't!"

"I will try to take your feelings into account when I act." Celestia replied.

Pinwheel tried to say more, but the sudden slamming of a door interrupted her. She turned around. There, at the entrance to the ballroom, stood a panting grey stallion. He folded his bony wings down against his sides. Flecks of skin broke off his bone like chipping paint. "Pale Hoof…" Pinwheel murmured, smiling slightly at the sight of him. Pale Hoof shook his shoulders like a dog, dislodging more flakes. Black steam rose off his body in clouds. The steam trailed behind him as he entered the ballroom, leaving a stain on the air. Luna trailed after him, concern inlaid on her small, blue face.

"_CELESTIA._" Pale Hof rumbled. The eerie, resonant quality had returned to his voice. It echoed out of the caverns in his skull like a funeral dirge. "_I REQUEST THAT YOU LEAVE MY MAREFRIEND ALONE._"

Celestia stepped over Pinwheel and closed in on Pale Hoof. Pinwheel's heart beat against her ribcage. They stood less than five feet apart. "I want an explanation," The princess began, her voice as calm but still firm, "of why you returned to the mortal world after I forbade you. And why, within a week of returning, you have three murders to your name."

"_IT WAS NECESSARY._"

"Murder is never necessary!" Celestia shouted, her voice rising suddenly in pitch. Pinwheel took a step back in surprise. Even though she'd seen Celestia angry before, the sight still jarred her. Celestia's shoulders shook with anger. She let out a ragged sigh. Her fierce, violet eyes focused in on Pale Hoof, "I know you came back to see Pinwheel. If it were just that, I might have let you slide. But to kill three ponies…"

"_THREE? THREE? ALL OF THIS NONSENSE OVER THREE PONIES? I CAN REVIVE THOSE THREE WITHOUT LIFTING A HOOF."_ Pale Hoof growled, "_YOU WOULD TRULY BANISH ME OVER THREE INSIGNIFICANT LITTLE PONIES?_"

"No life is insignificant!" Celestia retorted, "I would have hoped Pinwheel taught you that!"

Pale Hoof paused for a moment as if trying to think of what to say. "_ANYONE WHO GETS BETWEEN PINWHEEL AND I,_" He hesitated a moment, pawing the ground with his hoof, "_DESERVES WHAT THEY GET._"

Celestia lunged forward. "How could you say that?" Her face hovered just inches away from Pale Hoof's. Pale Hoof remained unfazed. He didn't even flinch, "You were once mortal, just like those ponies. To think that you've grown so cold – that you don't even care about a pony's life anymore…" Celestia took a shuddering breath before continuing, "You have no place in this world anymore. You do nothing but bring destruction wherever you go. If I let you stay here, you'd kill and kill again without a second thought."

"_THAT IS A LIE!_" Pale Hoof roared. All around, the shadows in the ballroom trembled as though shook by an earthquake. Goosebumps prickled on Pinwheel's skin, "_THEY WOULD NOT HAVE DIED IF THEY HAD NOT GOTTEN IN MY WAY! YOU ASSUME TOO MUCH, CELESTIA!"_

"My patience is at its breaking point, Pale Hoof. How long until somepony else 'gets in your way'? What if that pony is a foal? What would you do then?" Celestia demanded, her eyes flaring. Her forehead wrinkled in fury, her lips peeling back to expose teeth. Pinwheel shivered, "As the leader of these ponies, I cannot—"

"Don't my feelings matter?" Celestia and Pale Hoof turned back to look at Pinwheel. The little blue pony stood alone on the ballroom floor, her knees trembling. Pinwheel opened and closed her mouth, not quite believing that she'd actually managed to speak. Swallowing, she continued, "Princess, you're talking about all of Equestria and…and I know it's important to protect ponies, but…but…he's not really a monster like you believe he is. He's not! I know you don't believe me, but…"

"Pinwheel," Celestia interrupted, but Pinwheel shoved a hoof in the air to silence her.

"He did something stupid! Everypony does stupid things!" Pinwheel shouted, voice hoarse, "The good thing about his mistake is that he can, mostly, undo it. He's got the power to fix everything. And…and when he came back to visit me, he even suppressed his powers so he could live among mortals without disturbing anypony. Doesn't that show he wants to improve?"

Celestia opened her mouth to continue, "Yes, but that doesn't change the fact that he…"

"Killed ponies?" Pinwheel finished, "He did, but he can undo it! I know you and he are enemies now, but can't you forgive him?" Pinwheel turned toward Luna. She pointed sharply at the small blue pony, "Princess Luna killed ponies too. Hundreds are dead because of her. But you still forgave her. You forgave her one hundred percent."

Luna recoiled. A dark blush rose up into her cheeks. "I…it wasn't…" The small princess stammered. Finally, she lowered her head in shame, "It's true. It breaks my heart every single day, but it is true. In my jealousy, I sent many ponies to their deaths."

Celestia turned toward her younger sister. "No, Luna. Don't say things like that. You weren't yourself."

"My jealousy was real, sister. Those ponies died because of it. I will never forget that as long as I live." Luna replied, lifting her head slightly, "If I can be forgiven for my transgressions, doesn't Pale Hoof deserve the same?"

"It's not the same, Luna. He'll kill again if we let him." Celestia replied, "He won't repent for what he's done."

"But is that entirely his fault?" Luna asked, "He's lived in a world filled with death for a thousand years. He couldn't even see time passing. How was he supposed to keep caring for ponies under those circumstances, sister? When he was locked up in the dark, just like I was?"

Pinwheel took a few shaky steps closer to Princess Celestia. "He's been trying, Princess." Pinwheel whispered, "Those deaths – they were accidents. He'll bring them back, I promise. Please don't banish him. Let him stay here with me. I'll keep teaching him."

Celestia did not speak for several moments. She gazed at Pinwheel, then back at Pale Hoof. Her stern expression chilled Pinwheel to the bone. Luna began to speak, but Celestia just as quickly silenced her. Finally, she spoke, "Will you do that, Pale Hoof?" Celestia asked, her voice deathly quiet, "Will you restore those ponies to life?"

Pale Hoof held his silence. He looked toward Pinwheel, who nodded. "_I WILL DO IT_."

"Now. Restore them now." Celestia demanded.

Once again, Pale Hoof looked toward Pinwheel for permission. Pinwheel nodded again. A curl of shadow materialized in Pale Hoof's teeth. It grew longer and darker, solidifying into his scythe. "_STEP BACK_." He ordered coldly. Celestia, Luna, and Pinwheel all retreated against the nearest wall. Rearing back, he swung his scythe in a wide arc. Reality tore in the path of his scythe, opening up a portal into the dark realm of the dead. Like marbles spilling out a plastic bag, three translucent ponies tumbled out onto the ballroom floor – two white pegasi and one earth pony. The translucent ponies blinked slowly, like newborns seeing light for the first time. The blade of Pale Hoof's scythe glowed as he pointed it toward the three ponies, "_YOU THREE. RETURN TO YOUR BODIES._" He ordered. A bright light enveloped the three spirits. When it faded, all three of them vanished. Pinwheel stared at Pale Hoof. When he'd revived her the first time, he'd made a huge spectacle. But now, he hadn't wasted a single moment on any pretense of 'trials' or 'earning your way back'. The change startled Pinwheel, almost. How different he was from when she'd first met him.

The portal to the realm of the dead closed up as soon as the spirits were gone. Celestia gazed at Pale Hoof critically. "You did as I asked." She began. Pinwheel gazed up at the princess hopefully, "But I still cannot let you stay here."

Pinwheel charged forward. "Wait! Wait, Princess! He did as you asked!" Pinwheel gasped, latching her front hooves around Celestia's leg, "You can't banish him! You just can't!"

Celestia gazed pityingly down at Pinwheel. She smoothed back Pinwheel's frazzled mane. "Pinwheel, I'm sorry. I don't expect you to understand." She replied, "He may be able to revive the people he killed, but even so, that will never erase the effects the murders had. And, while he may be learning, there's nothing stopping him from killing again in the meantime. It's too much to expect him to change in such a short time."

"You CAN'T!" Pinwheel's voice leapt an octave as she squeezed the princess's hoof, "It's not too much to expect! I've watched him changing. You haven't seen it, Princess, but I have."

Luna stepped forward. "Sister, Pinwheel needs Pale Hoof as much as he needs her." She began, "There has to be some way to resolve this for the best."

Celestia's eyes swept over the four ponies gathered in the ballroom. Pinwheel lay prone at her feet, still clinging desperately to her hoof. Pale Hoof stood yards away, still clutching his scythe in his teeth. Although his head was turned toward Celestia, he did not move. His freakish silhouette, with its exposed skull and jutting bones, stood out in sharp relief against the prettily decorated ballroom. Luna hovered beside her sister, frowning. She stared down at her young sister. "What would you have me do, Luna?" She asked, her voice soft.

"Visitation rights." Luna responded, "You said yourself that if Pale Hoof hadn't killed those three ponies, you would have let him slide. Well, this is something like that. It was wrong of Pale Hoof to kill those ponies, but it would be wrong of us to tear apart two ponies that love each other. We should not repay evil with evil."

Celestia lowered her head. She nudged Pinwheel with her hoof. Pinwheel scrambled to her feet. "I don't want to be thought of as a tyrant." She whispered, "Pinwheel, would that be all right with you? You and Pale Hoof can visit back and forth as you like, as long as you keep your visits short. If Pale Hoof really does improve like you've said then, perhaps, I will give him leave to stay in my realm permanently."

Pinwheel bowed her head. "I'll do my best, Princess. For both of us." Slowly, Pinwheel turned and looked at Pale Hoof, "…Is it all right with you, Chuckles?"

Pale Hoof stared off into the distance. "_I WILL NOT BE TREATED LIKE A CRIMINAL_," He began. Pinwheel sucked in her breath, "_BUT IF THIS IS THE ONLY WAY WE FOUR CAN COEXIST, IT SEEMS I MUST ACCEPT. I WILL NOT GIVE UP PINWHEEL. NOT FOR ANYPONY._"

"This way, you won't have to." Celestia replied, "We won't have to fight, either, as long as I don't hear any more news of mysterious murders by a grey colt."

Pale Hoof let go of his scythe. The blade evaporated back into mist. He walked forward toward Celestia, his stride slow and predatory. "_THERE WILL BE A DAY WHEN YOU AND I MUST RESOLVE OUR DIFFERENCES, CELESTIA. BE IT THROUGH BATTLE OR SOME OTHER METHOD._" He warned, "_AND WHEN THAT DAY COMES, I WILL NOT HESITATE TO KILL YOU._"

Celestia's gentle expression turned to a scowl. "It's not too late for me to change my mind about your visitation rights, Pale Hoof. Do not push me."

Pale Hoof stared her down for a good sixty seconds before turning away. Pinwheel smiled sheepishly at the two princesses and galloped off after Pale Hoof. The two of them made their way down the staircase to the entrance hall. They said nothing until they were out the door. The Canterlot Palace opened up into a long, winding walk lined by elegant marble statues and carefully manicured lawns. Pale Hoof paused as the massive palace doors creaked closed behind him. A low mist hung over the palace's dewy front lawn. Guards in plume-topped helmets patrolled the grounds, shining lights from the tips of their horns. A low mist hung over the grass, blurring the shapes of the statues and hedges. Pinwheel turned to look up at Pale Hoof.

"Pale Hoof…" Pinwheel whispered. He looked down at her, "It's…it's okay now, right? Things can go back to how they were before."

Pale Hoof lowered his head. "_MANY MONTHS AGO, I MADE A PROMISE TO YOU. I SWORE THAT I WOULD NOT INTERFERE WITH YOUR LIFE. BUT IT SEEMS THAT I BROKE THAT PROMISE._" He let out a chilly sigh. A thin layer of frost formed on every blade of grass within five feet of them, "_LUNA WAS RIGHT WHEN SHE SAID YOU NEEDED ME AS MUCH AS I NEED YOU, WASN'T SHE?_"

Pinwheel inched a little closer to Pale Hoof. "She was right." Pinwheel answered, "But, you know, I don't mind having you interfering in my life. My life was a lot less interesting before you got here. And you know what? I want you to keep interfering in my life, for the rest of my life, as long as I live and beyond."

Pale Hoof's ears perked up. He turned his head toward her. Pinwheel looked up at his skull face and her smile grew. She couldn't believe there was a time when she thought that face, with all its subtle cues of expression, was ugly. The ancient yellow bone held secrets and powers that nopony had ever seen before. All the small things Pale Hoof did – ear twitch, head tilt, nod – held annals of significance. She wanted to know it, as intimately as she knew her own face.

Pinwheel beamed. "I love you, Chuckles." She continued. A blush rose up into her cheeks. She rubbed her front hooves together, staring down at the grass, "You know, Luna said something else kind of interesting too."

"_WHAT WAS THAT?"_

"She said that if you and I got married, you and Celestia and I would be practically related." Pinwheel grinned, "If we got married, there's no way Celestia would ever banish you, right? What do you say we show mean old Auntie Celestia what's what?"

Pale Hoof didn't answer right away. Behind his head, the sun was beginning to rise. Pinks and oranges colored the horizon. The warm, orange light washed over his skull, highlighting all the tiny divots and hollows. Subtler than all the meaningful glances in the world, a faint flicker of something mysterious shone in the back of his skull. He turned his head slightly to the left, breaking eye contact and gazing somewhat shyly at the ground. Pinwheel laughed.

"Look at you, acting coy all of a sudden." She chuckled. Looking out at the sunrise, Pinwheel smiled. Warmth crept across the waking city. A ray of light fell across the garden. Pinwheel shielded her eyes, "I guess that's our cue to go home, Chuckles." Side by side, Pinwheel glanced up at Pale Hoof. He was looking at her now, his eyeless gaze filled with an intensity that she felt more than saw. Still shielding her eyes, she jerked her head toward the garden entrance.

Side by side, they walked into the streets of Canterlot.

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><p>-End Part 3-<p>

"Til Death Do Us Part"

Thanks for Reading!


	27. Epilogue

**EPILOGUE**

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><p>"I hope you'll be comfortable, Miss Pinwheel."<p>

"Oh, it's Missus." Pinwheel replied, smiling at the bookstore owner. The old brown stallion nodded, smiling in spite of his error. He pushed the glass door open with his shoulder, waving Pinwheel inside. Pinwheel bowed her head in thanks as she entered the bookshop. The smell of freshly brewed coffee and paper swirled around her head. The bookstore could be described as small, cozy. Warm wooden shelves filled the small space, but somehow there was just enough room for a glass pastry case and café in the corner. The bookstores in Canterlot were much fancier than the ones back in Ponyville. Pinwheel couldn't think of a single Ponyville bookstore that boasted a café in back. Still smiling, Pinwheel turned and looked down at the small filly still hesitating in the doorway, "Do you want a cookie, Marilyn?"

The small, pale grey unicorn inched her way into the bookstore. She darted past the bookstore owner, eyeing him suspiciously. Her blue eyes darted mischievously behind her thick, round glasses. Pinwheel ruffled the little mare's straw-colored mane. Aside from the glasses and the blue eyes, though, Marilyn and Pinwheel looked nothing like each other. Marilyn's dark coat clashed with her mother's bright blue one. "What kind of cookie?" Marilyn asked, peeking at the pastry case from between her mother's legs.

"Any kind you want. Go pick one." Pinwheel nudged her forward. Marilyn skipped toward the pastry case, pressing her face right up against the glass. The mare behind the register smiled sweetly at Marilyn. Pinwheel turned back toward the bookstore owner, "So where are we setting up?"

The bookstore owner gestured to a card table toward the back of the bookstore. Stacks of books, each as high as Pinwheel's chest, sat piled up around the table. Pinwheel approached the table. Smiling, she touched one of the tomes. 'Near Death Experience', the front cover read in a swirling, elegant font, 'by Pinwheel'. It had taken her years to compile all the stories and details. The parts about Celestia ended up having to be trimmed, if only out of respect for the Princess. Even so, the story contained in these piles of books still came straight from Pinwheel's memories. Her relationship with Pale Hoof, from meeting to proposal, all contained in a single book. "Do you like it?" The bookstore owner asked.

"This will be just fine." Pinwheel smiled at the bookstore owner, "Um, this is my first book. How do these book signing things usually go?"

"Oh, don't worry, ma'am. You just sit here and give out your autograph. Maybe talk to your readers a little."

Pinwheel blinked, shaking her head. Readers. She actually had readers. The thought stirred something fuzzy and warm inside her chest. All of a sudden, Marilyn reappeared, peeking over the top of the mound of books. "I want the one with rainbow sprinkles!" She declared decisively, throwing one hoof in the air.

Pinwheel laughed. She glanced over at the bookstore owner. "How much?"

"Oh, don't worry. She can have all the cookies she likes, on the house."

Pinwheel smirked. "Are you sure? Marilyn will _eat_ the house if you let her."

"I insist." The bookstore owner gestured to the pastry case. Breaking into a manic grin, Marilyn rushed over and began demanding cookies from the mare behind the cash register.

The little bell above the shop door rang. Pinwheel half-turned to look at the new guest. There, standing half-in and half-out of the door was a tall grey stallion. His long, black mane flopped in his face, nearly obscuring his electric green eyes. He looked around the bookstore, scanning each shelf. Finally, he caught sight of the Pinwheel staring at him and broke into a wide, toothy grin. Pinwheel beamed in return. "AM I…" He paused, coughing into his hoof, "Am I late?"

"No, I'm just setting up." Pinwheel patted the table. She beckoned the tall pony over, "You can be my first official signature."

"It is only fitting." The grey colt crossed the bookstore floor over to Pinwheel. He peered down at the piles of books, inspecting the covers critically. For the cover illustration, Pinwheel's publisher had chosen an elaborate, abstract depiction of the pony Reaper. White lines swept across a black field, forming the outline of his cloak. A stylized skull hovered just beneath the title. The grey colt harrumphed, "That is not what I look like at all! Who chose this abominable illustration?"

Pinwheel hissed through her teeth. "Keep it down, Chuckles." She whispered, "You're not even supposed to be in Canterlot. Celestia said Ponyville only, remember?"

"I do not care what Celestia says, I go where I please." Pale Hoof whispered back, selecting a book off the top of a nearby pile and setting it down in front of Pinwheel, "And it pleases me to be near you."

Pinwheel struggled not to smile as she flipped open the front cover. A fountain pen and an inkwell filled with blue ink sat near the edge of the table. As Pinwheel put the pen to paper, though, Marilyn returned with a plate full of cookies floating by her head. She ate them one after the other, shoving entire cookies in her mouth and swallowing them whole. Upon catching sight of the grey stallion, though, she gasped sharply and nearly choked. "DADDY!" She shrieked in delight, her mouth still full of cookie. The black aura around the plate of cookies vanished and it smashed on the floor. Marilyn flung her front hooves around Pale Hoof's leg, "I'm so glad you're here! They're giving out cookies and everything! Are you visiting? Is this your visiting week? Did you bring me a present from the spooky realm? Did ya? Did ya?"

Pinwheel seized hold of the little filly, clapping a hoof over her mouth. "Shush!" Pinwheel whispered. The bookstore owner, if he'd heard, said nothing. He merely fetched a broom from the corner and started sweeping the cookies up. Pinwheel let out a sigh of relief. Gently, she set Marilyn back down, "Don't yell in bookstores, Marilyn." Pinwheel smiled at the filly, who pouted.

"I didn't know Daddy was gonna visit!" Marilyn replied. She gazed adoringly up at Pale Hoof, her blue eyes wide with rapture, "Did you bring me a present? Did you?"

"As a matter of fact, I did." Pale Hoof replied. He glanced around. After a moment, his eyes fixed on a particularly deep shadow between two piles of books. The shadow flickered and began to move across the floor. It crept up Marilyn's front leg, climbing from her chest into her mane. There, it materialized as a large, silky black bow. Marilyn let out another gasp of delight. She rushed to the shop window, peering at her reflection in the glass.

"Oh, Daddy, it's the most beautiful ribbon that ever was!" She giggled, turning circles to admire her gift. The ribbon bounced weightlessly as she trotted around. Pinwheel couldn't help but smile.

"She's never going to take that ribbon out of her mane, you know." Pinwheel shook her head, still grinning. Pale Hoof snorted.

"Either way, I believe you owe me a signature."

Pinwheel picked the pen back up with her teeth and signed her name in looping font in the front cover of the book. Setting the pen aside, she closed the book with a decisive '_thump_' and slid it across the table to Pale Hoof, "There you go. My first signature on my first book."

"About your first love." Pale Hoof added.

Pinwheel chuckled. "And last. Til Death do us part."

"I don't think either of us have to worry about that."

Pinwheel smirked. "No. No, we don't."

* * *

><p><strong>THE END<strong>

****_.com/_


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